REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

(approved by the Board of Directors of Enel S.p.A. on April 3, 2025)

FINANCIAL YEAR 2024 -

www.enel.com

(Drawn up pursuant to Articles 123-bis of the Consolidated Financial Act and 144-decies of CONSOB Issuers' Regulation)

		GLOSSARY AND DEFINITIONS 3
		EXECUTIVE SUMMARY 4
A. B. C. D. E. F.		KEY DATA OF THE ENEL GROUP4 OWNERSHIP STRUCTURE5 CORPORATE GOVERNANCE MODEL6 COMPOSITION OF THE BOARD OF DIRECTORS AND THE COMMITTEES 7 FUNCTIONING OF THE BOARD OF DIRECTORS AND COMMITTEES 9 CONTROL SYSTEM AND RISK GOVERNANCE MODEL 10
G.		SUSTAINABILITY: THE PURSUIT OF SUSTAINABLE SUCCESS 12
		SECTION I: OWNERSHIP STRUCTURE 15
1.	1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 SECTION	OWNERSHIP STRUCTURE15 Share capital structure15 Major shareholdings and shareholders' agreements 15 Limit on the ownership of shares and voting rights 15 Special powers of the Italian Government 15 Employee-shareholdings: mechanism for exercising voting rights15 Election and replacement of directors and amendments of the bylaws16 Authorizations to increase the share capital and to buy back shares16 "Change-of-control" clauses16 Compensation owed to directors in the event of early termination of the relationship, including as the result of a takeover bid 20 II: IMPLEMENTATION OF THE
		RECOMMENDATIONS OF THE CORPORATE
	GOVERNANCE	CODE AND ADDITIONAL
1.		INFORMATION 21 BOARD OF DIRECTORS21
	1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8	Current composition and term21 Election, replacement and contingency plan21 Role and functions23 Functioning regulation27 Board meetings28 Chairman29 Chief Executive Officer30 Executive and Non-executive directors30

	1.13	Diversity policy of the board of directors and
		measures adopted to promote the equal treatment
		and opportunities regardless of gender within the
		company structure 35
	1.14	Remuneration 38
2.		COMMITTEES 38
	2.1	Organizational and functioning rules 38
	2.2	Nomination and Compensation Committee 39
	2.3	Control and Risk Committee 42
	2.4	Related Parties Committee 44
	2.5	Corporate Governance and Sustainability
		Committee 45
3.		BOARD OF STATUTORY AUDITORS 47
		3.1 Current composition and term 47
		3.2 Election and replacement 48
		3.3 Tasks and prerogatives 49
		3. 4 Meetings of the Board of Statutory Auditors 49
		3.5 Evaluation of the functioning of the Board of
		Statutory Auditors 50
		3.6 Diversity policy of the Board of Statutory Auditors 51
		3.7 Remuneration 52

4.		THE INTERNAL CONTROL AND RISK MANAGEMENT
		SYSTEM 52
5.		EXECUTIVE IN CHARGE OF PREPARING CORPORATE
		ACCOUNTING DOCUMENTS 54
		5.1 The system of risk management and internal control
		over financial, tax and non-financial information
		54
6.		EXTERNAL CONTROLS 57
		6.1 Audit firm 57
		6.2 Oversight of the Italian Court of Auditors ("Corte dei
		Conti") 58
7.		ENGAGEMENT POLICY 58
8.		SHAREHOLDERS' MEETINGS 60
9.		OTHER CORPORATE GOVERNANCE PRACTICES 62
		9.1 Related party transactions 62
		9.2 Processing of corporate information 64
		9.3 Code of Ethics 65
		9.4 Organizational and Management Model pursuant to
		Legislative Decree No. 231/2001 65
		9.5 "Zero tolerance for corruption" plan and anti –
		corruption management system 67
		9.6 Human Rights Policy 67
		SCHEDULE 1: BIOGRAPHY OF THE MEMBERS OF THE
		BOARD OF DIRECTORS 69
		SCHEDULE 2: BIOGRAPHY OF THE REGULAR MEMBERS
		OF THE BOARD OF STATUTORY AUDITORS 74
		TABLE 1: STRUCTURE OF ENEL'S BOARD OF
		DIRECTORS 76
		TABLE 2: STRUCTURE OF ENEL'S BOARD COMMITTEES
		79
		TABLE 3: STRUCTURE OF ENEL'S BOARD OF
		STATUTORY AUDITORS 80

Glossary and definitions

For the purposes of this document, the terms below shall have the meanings assigned to them below.

Term	Meaning
Borsa Italiana	Borsa Italiana S.p.A.
CONSOB	The Italian financial market authority, i.e. "Commissione Nazionale per le Società e la Borsa".
Consolidated Financial Act	Legislative Decree No. 58 of 24 February 1998, as amended and supplemented.
Corporate Governance Code	The Italian Corporate Governance Code, approved in January 2020 by the Corporate Governance Committee (promoted by ABI, Ania, Assogestioni, Assonime, Borsa Italiana and Confindustria).
Corporate Sustainability Reporting Directive	The Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending certain European regulations and directives as regards corporate sustainability reporting.
Enel Group or Group	Enel and its subsidiaries pursuant to Article 2359 of the Civil Code.
Enel or Company	Enel S.p.A.
Engagement Policy Policy for the management of the dialogue with institutional investors and with the generality of shareholders and bondholders of Enel, adopted by the Company in implementation of the recommendations of the Corporate Governance Code.
ESG	The combination of Environmental, Social and Governance factors summarized in the concept of sustainability.
ESRS	The sustainability reporting standards set forth in the Commission Delegated Regulation (EU) 2023/2772of 31 July 2023.
Issuers' Regulation CONSOB	The Regulations concerning the discipline of issuers adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented.
LTI Plan(s)	Long-term incentive plan(s) of Enel reserved to the management of Enel itself and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code.
MBO Plan (s)	Short-term incentive plan(s) for the Chief Executive Officer/General Manager of the Company.
Supervisory Body or SB	The body established within Enel pursuant to Article 6 of Legislative Decree No. 231 of 8 June 2001 on the administrative liability of legal persons, companies and associations, including those without legal personality.
Sustainable Development Goals or SDGs	The Sustainable Development Goals of the United Nations.
Sustainable Success	According to the provisions of the Corporate Governance Code, it is the objective that guides the actions of the board of directors to create long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the company.

Report on corporate governance and ownership structure

EXECUTIVE SUMMARY

Enel is the parent company of a multinational group that is one of the worldwide leaders in the electricity and gas sector, with a particular focus on Europe, Latin America and North America. The Enel Group operates in 41 countries across continents, where it produces energy through a net installed capacity of around 81 GW and distributes electricity on a network of approximately 1.87 million kilometres. The Enel Group, with approximately 68.5 million of end users throughout the world, has the largest customer base among European operators in the sector.

A. Key data of the Enel Group

			(Data in million of Euro)
Data	2024	2023	Change
Ordinary EBITDA	22,801	21,969	+3.8%
Group net ordinary income	7,135	6,508	+9.6%
Net financial debt (as of December 31)	55,767	60,163	-7.3%
Capitalization (as of December 31)	70,008	68,422	+2.3%
Employees (as of December 31)	60,359	61,055	-1.1%

Performance of Enel's stock compared to the FTSE-MIB index and EUROSTOXX Utilities Index from January 1, 2024 to December 31, 2024 (100 basis)

Source: Bloomberg data

B. Ownership structure

Since 1999 Enel is listed on the Euronext Milan market organized and managed by Borsa Italiana, with one of the highest number of shareholders among all Italian companies (about 600,000 counting both retail and institutional investors). Enel's shareholders include the most important international investment funds, insurance companies, pension funds and ethical funds, also thanks to the implementation by Enel and the Group of the best international practices on transparency and corporate governance.

In addition, as of the date of this report, the Enel Group includes other 9 listed companies whose shares are listed on the Brazilian, Chilean, Peruvian, Spanish and United States Stock Exchanges.

C. Corporate governance model

The corporate governance structure of Enel is compliant with the principles contained in the Corporate Governance Code ( 1 ), to which the Company adheres as "large company" with "nonconcentrated ownership" ( 2 ) and is also inspired by international best practices.

The corporate governance system adopted by Enel is aimed at achieving the objective of Sustainable Success, as it seeks to create value for the shareholders over the long term, taking into account both the environmental and social relevance of the Group's business operations and the consequent need, in conducting such operations, to adequately consider the interests of the relevant stakeholders. The system of corporate governance adopted by Enel and described in this document is functional to the performance of business activities and the pursuit of corporate strategies.

In compliance with the current legal framework applicable in Italy to listed companies, the organizational structure of the Company includes:

a board of directors responsible for managing the Company, which established among its members (i) board committees with preliminary, proactive and advisory functions, in order to ensure an adequate internal allocation of its functions, as well as (ii) a related-parties committee, which carries out the functions set out by law and by the specific corporate procedure;
a board of statutory auditors responsible for monitoring (i) the Company's compliance with the law and bylaws, as well as compliance with proper management principles in the carrying out of the Company's activities, (ii) the process

of financial and non-financial disclosure, as well as the adequacy of the Company's organizational structure, internal audit system, and administration and accounting system, (iii) the audit of the stand-alone and the consolidated financial statements and the assurance activity of the sustainability statement, as well as the independence of the external audit firm and, lastly (iv) how the corporate governance rules provided by the Corporate Governance Code are actually implemented;

• a shareholders' meeting, called to resolve – in either an ordinary or extraordinary session – among other things, upon: (i) the appointment or removal of members of the board of directors and the board of statutory auditors, as well as their compensation and responsibilities, (ii) the approval of financial statements and the allocation of net earnings, (iii) the purchase and sale of treasury shares, (iv) the remuneration policy and its implementation, (v) the sharebased compensation plans, (vi) amendments to the Company's bylaws, (vii) mergers and demergers, and (viii) the issue of convertible bonds.

The external audit of the accounts is entrusted to a specialized firm enrolled in the relevant registry and appointed by the shareholders' meeting, upon a reasoned proposal by the board of statutory auditors. With reference to the financial year 2024, the same external audit firm (KPMG S.p.A.) also carried out the assurance engagement of the consolidated sustainability statement of the Enel Group.

calendar years, and "companies with concentrated ownership" those companies in which a single shareholder (or a plurality of shareholders which participates in a shareholders' voting agreement) holds, directly or indirectly (through subsidiaries, trustees or third parties), the majority of the votes that can be exercised in the ordinary shareholders' meeting.

⁽ ¹) The Corporate Governance Code is available on Borsa Italiana's website (https://www.borsaitaliana.it/comitato corporate-governance/codice/2020-eng.en.pdf).

⁽ ²) The Corporate Governance Code defines "large companies" those companies whose capitalization was greater than €1 billion on the last exchange business day of each of the previous three

D. Composition of the board of directors and the committees

The following tables provide a summary of the main data on the composition of the current board of directors and board committees.

Composition of the current board of directors
Director	Office	Role	M/m	CRC	NCC	RPC	CGSC
Paolo Scaroni	Chairman	Non-executive and independent	M				✓ (C)
Flavio Cattaneo	CEO/GM	Executive	M
Johanna Arbib	Director	Non-executive and independent	M		✓		✓
Mario Corsi	Director	Non-executive and independent	m	✓		✓
Olga Cuccurullo	Director	Non-executive	M	✓	✓
Dario Frigerio	Director	Non-executive and independent	m	✓ (C)	✓
Fiammetta Salmoni	Director	Non-executive and independent	M		✓	✓ (C)
Alessandra Stabilini	Non-executive Director and independent		m		✓ (C)		✓
Alessandro Zehentner	Director	Non-executive and independent	M	✓		✓

CEO/GM: Chief Executive Officer/General Manager CRC: Control and Risk Committee

NCC: Nomination and Compensation Committee RPC: Related Parties Committee

CGSC: Corporate Governance and Sustainability Committee C: Chairman of the Committee

M/m: Drawn from the slate that obtained the majority (M)/minority (m) of the votes expressed by the share capital represented at the shareholders' meeting.

	Office	Mix of expertise and experience - Skill matrix
Director		Energy sector	Strategic view	Business Judgement	Accounting, finance and risk management	Environmental, Social and Corporate Governance	Legal and compliance	Communication and marketing	Experience in international context ( 3)
Paolo Scaroni	Chairman	✓	✓	✓	✓	✓	✓		✓
Flavio Cattaneo	CEO/G M	✓	✓	✓	✓	✓	✓	✓	✓
Johanna Arbib	Director			✓	✓	✓		✓	✓
Mario Corsi	Director	✓	✓	✓	✓	✓			✓
Olga Cuccurullo	Director	✓		✓		✓	✓
Dario Frigerio	Director		✓	✓	✓	✓			✓
Fiammetta Salmoni	Director			✓		✓	✓		✓
Alessandra Stabilini	Director			✓	✓	✓	✓
Alessandro Zehentner	Director	✓		✓	✓				✓

⁽ ³) According to the Diversity Policy adopted by the board of directors, "Experience in international context" is evaluated on the basis of each director's managerial, professional, academic or institutional activity in international contexts.

Changes with respect to the previous mandate
	Current mandate	Previous mandate	FTSE-MIB
Number of directors	9	9	12.41
Directors drawn from the minority slate	3 (33.3%)	6 (66.7%)2	2.4 (19%)
Female members of the BoD	4 (44.4%)	4 (44.4%)	5.4 (44%)
Independent directors under the Corporate Governance Code	7 (77.8%)3	8 (88.9%)3	8.1 (65%)1
Average age of directors	61	57.3	58.7 1
Seniority in office (in financial years)	2	4.7	4.8 1
Executive status of the Chairman	No	No	-
Lead independent director	No	No	-

¹Source: Assonime, "Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2024)", February 2025.

² It should be noted that during the ordinary shareholders' meeting held on May 14, 2020, the slate – submitted by a group of institutional investors – that obtained the majority of votes expressed by the share capital represented in the meeting did not contain a sufficient number of candidates to appoint seven tenths of the directors to be elected; therefore, as provided for by the Corporate bylaws, the candidates necessary to complete the board of directors were drawn from the minority slate submitted by the shareholder Ministry of the Economy and Finance.

³The figure refers to the directors qualified as independent pursuant to both the Corporate Governance Code and the Consolidated Financial Act. For further information, reference should be made to the second section of the document (under "Board of Directors - Independent Directors").

E. Functioning of the board of directors and committees

The following graphs provide a summary of the main data on the functioning of the board of directors and the board committees during 2024.

Board review process	Completion	Type of evaluation	Reviewer
Board review 2024	Yes	Independent	Eric Salmon & Partners S.r.l.

F. Control system and risk governance model

The following charts provide a summary of the main data on the functioning of the board of statutory auditors during 2024.

Main elements of the risk control system	Yes/No
Existence of a document setting forth the guidelines of the internal control and risk management system	Yes
Existence of a Mandate of the "Audit" function approved by the Board of Directors	Yes
Existence of special organizational structures in charge of risk management activities and of monitoring legal and non-compliance risk	Yes
Annual assessment on the compatibility of the business risks with a management of the business that is consistent with the strategic objectives identified	Yes
Preparation of specific compliance programs (231 Model, Zero Tolerance for Corruption, Human Rights Policy, etc.)	Yes
Preparation of a contingency plan in order to ensure the proper management of the Company in the event of "crisis management" (i.e. early termination of the Chief Executive Officer before the expiry of the ordinary term of office)	Yes

The risk governance model of Enel Group

The Enel Group, in carrying out its activities, is exposed to risks that could affect its economic and financial results if not effectively monitored, managed and mitigated.

In this regard, in accordance with the architecture of internal control and risk management system ("ICRMS") adopted by Enel, the Group has adopted a risk governance model based on certain "pillars" described below, as well as a homogeneous taxonomy of risks (the so-called "risk catalogue") that facilitates their management and organic representation.

The "pillars" of risk governance

Enel has adopted a reference model of risk governance, which is detailed by specific management, monitoring, control and reporting safeguards for each of the risk categories identified.

The risk governance model of the Group is in line with the best national and international risk management practices and is based on the following pillars:

1. Lines of defence. In relation to risk management, monitoring and control activities, the Group adopts safeguards structured on the following three lines of defence:
2. (i) "line control" or "first level control", consisting of the set of control and management activities carried out by individual operating units on their own processes and the risks arising from them;
3. (ii) "second level" controls, entrusted to specific corporate functions and aimed at ensuring the monitoring of the types of risks described in the Group's Risk Catalogue;
4. (iii)internal audit activities ("third level" controls), aimed at verifying the effectiveness and adequacy of the internal control and risk management system as a whole, including by monitoring first and second level control activities.
1. Group Risk Committee. This committee, established at managerial level and chaired by the chief executive officer, is responsible for strategic guidance and supervision of risk management through:
2. analyzing the main exposures and risk issues of the Group;
3. the adoption of specific risk policies applicable to Group companies, in order to identify roles and responsibilities for risk management, monitoring and control processes, in compliance with the principle of organizational separation between the structures in charge of management and those responsible for risk monitoring and control;
4. the approval of specific operational limits, authorizing, where necessary and appropriate, derogations for specific circumstances or needs;
5. the definition of risk response strategies.

The Group Risk Committee ordinarily meets at least four times a year and may also be convened, when deemed necessary, by the chief executive officer and the head of the "Risk Control" unit, located within the "Administration, Finance and Control" function.

1. Integrated and widespread system of local risk committees. The presence of specific local risk committees, organised according to the Group's main global business lines and geographic areas of presence and chaired by their respective top managers, guarantees adequate control over the most relevant risks at a local level. The coordination of these committees with the Group Risk Committee facilitates the appropriate sharing of information and mitigation strategies for the most relevant exposures with the Group's top management, as well as the implementation at local level of the guidelines and strategies defined at Group level.
1. Risk Appetite Framework (" "). The Risk Appetite Framework constitutes the reference framework for determining the risk appetite and is an integrated and formalized system of elements that allow the definition and application of a univocal approach to the measurement, management and control of each risk. The RAF is summarized in the Risk Appetite Statement, a document that synoptically summarizes the risk strategies identified and the indicators and/or limits applicable to each risk.
1. Risk Policies. The allocation of responsibilities, coordination mechanisms and main control activities are represented in specific policies and organizational documents defined according to specific approval processes involving the corporate structures directly concerned.
1. Reporting. Specific and regular flows of information on risk exposures and metrics, declined at the level of the Group and individual global business lines or geographies, allow the top management and corporate bodies of Enel to have an integrated view of the Group's main risk exposures, both current and prospective.

The risk catalogue of the Group

Enel has adopted a risk catalogue, which represents the point of reference at Group level and for all corporate structures involved in risk management and monitoring processes. The adoption of a common language facilitates the mapping and organic representation of risks within the Group, thus enabling the identification of the main types of risk inherent in business processes and the roles of the organizational units involved in their management.

Within the risk catalogue, risk types are grouped into macro-categories, which include, as represented below, strategic risks, financial and operational risks, (non-)compliance risks, governance and corporate culture risks, and digital technology risks.

For a detailed illustration of the main types of risks to which the Enel Group is exposed, as well as of the main activities carried out to mitigate their effects and ensure that they are adequately managed, please refer to the 2024 Annual Report, which is available at the Company's registered office and on the Company's website (www.enel.com).

G. Sustainability: the pursuit of sustainable success

Enel pursues the objective of Sustainable Success, continuing its commitment to fight climate change through the achievement of the goals of the Paris Agreement and of the SDGs and the development of a long-term energy transition strategy, accompanied also by a solid just transition plan.

In this context, Enel's corporate governance system monitors the integration of sustainability into corporate strategies in relation to the different phases: (i) analysis of the sustainability context and megatrends; (ii) double materiality analysis and engagement with stakeholders; (iii) sustainability planning; (iv) definition and implementation of specific sustainability actions and projects; (v) monitoring of sustainability performances; (vi) sustainability disclosure; (vii) review of ESG ratings and indexes. All phases of this process leverage on constant listening and engagement with internal and external stakeholders and on respect for human rights.

Sustainability issues are adequately considered in all relevant corporate decision-making processes, according to a system of functions and responsibilities reaching up to Enel's main corporate governance bodies, as explained in greater detail in the second section of this document ( 4 )

Enel also takes into account the need to pursue Sustainable Success in: (i) the process of developing the remuneration policy for the Chief Executive Officer/General Manager and executives with strategic responsibilities, defining specific sustainability objectives, to the achievement of which is subject a significant component of the variable remuneration; (ii) the internal control and risk management system, consisting of the set of rules, procedures and organizational structures aimed at effectively and efficiently identifying, measuring, managing and monitoring the main corporate risks.

ESG context and megatrends analysis and double materiality analysis processes

In order to identify the ESG issues relevant to the consolidated sustainability statement (so-called "material sustainability issues"), the Enel Group, in accordance with the relevant legislation, annually conducts a double materiality analysis.

As reported in the second section of this document, the double materiality analysis is subject to examination by the corporate governance and sustainability committee established within the board of directors of Enel.

Moreover, the related process is considered within the internal control and risk management system ("ICRMS", for a description of which please refer to the paragraph under the same name in the second section of the document), in which mapping and assessment activities, their results and monitoring are defined.

In particular, in order to identify all sustainability issues and the related "Impacts, Risks and Opportunities" relevant to sustainability matters (so-called "IRO"), the Group carries out an analysis of its internal context, mainly based on the industrial plan, and of the external context, with a focus on ESG megatrends and priorities, in which external stakeholders are also involved.

The process of identifying potentially material sustainability issues consists of the following main steps:

drafting a list of potential IROs, taking into account the provisions of the ESRS as well as the specificities of the Group, which are identified through the analysis of the relevant context, the stakeholder engagement and through internal processes, including risk management;
identification of impacts generated directly by the Group and those to which the Group has contributed;
definition of the risks and opportunities associated with the identified impacts or arising from environmental and social circumstances;
correlation of the identified IROs with the risks mapped in the Group's risk catalogue.

The IROs thus identified are submitted to the internal stakeholder for an assessment of their materiality through a specific approval process, as a result of which the IROs and the material issues for the Group are identified ( 5 ).

Definition of sustainability targets

Enel defines short, medium, and long-term sustainability targets in order to make its commitment to ESG issues transparent and verifiable and to contribute to the achievement of the 17 SDGs. These targets are updated every year in line with the Group's strategic guidelines and with the results of the double materiality analysis, so as to ensure their association with the relevant issues and the corresponding IROs. This activity also takes into account the needs and views of relevant internal and external stakeholders for the Group.

The process of definition of the Group's sustainability targets is set in a context of decarbonization and energy transition and aims to address climate change in a synergetic way, promoting nature protection and conservation by defining specific targets and maintaining the commitment for biodiversity protection.

⁽ ⁴) For further information on (i) the role and responsibilities of the administrative, management and control bodies with regard to sustainability matters, (ii) how such bodies are informed about sustainability matters, as well as (iii) how these matters were addressed during the financial year 2024, please refer to the information provided – in accordance with ESRS 2 GOV-1 and GOV-2 – in the consolidated sustainability statement included in the annual financial report for the financial year 2024.

⁽ ⁵) For further information on (i) the process to identify and assess material impacts, risks and opportunities relevant to sustainability matters, as well as (ii) how the interests and views of stakeholders are taken into account in the strategy and business model, please refer to the information provided – in accordance with ESRS 2, SBM-2 and IRO-1 – in the consolidated sustainability statement included in the annual financial report for the financial year 2024.

In this context, through its just transition plan, the Group works in an integrated manner on both the environmental and social dimensions, considering that the categories most affected by energy transition are the communities, the suppliers, the clients and the people. Enel devotes constant attention to the latter, also through its commitment to respecting human rights, reflected in a dedicated policy. Lastly, the Group is committed to protect continuously the health and safety on the workplace of employees and suppliers, as a shared responsibility at every level.

Roadmap and targets for the reduction of greenhouse gas emissions

As part of its commitment to fighting climate change, Enel's decarbonization roadmap is in line with the objective of limiting global warming to below 1.5 ºC and, therefore, with the Paris Agreement on climate change.

The decarbonization roadmap envisions the zeroing of the emissions by 2040, covering both direct and indirect emissions throughout the Group's value chain through four targets, certified by the Science Based Targets initiative in line with the 1.5ºC scenario.

In this context, Enel's corporate governance system ensures that the risks and opportunities relating to climate change are appropriately considered in all relevant corporate decision-making processes, by assigning specific tasks and responsibilities for the main corporate governance bodies.

For further information in this regard, please refer to the consolidated sustainability statement included in the annual financial report for the financial year 2024.

Sustainability disclosure and ESG rating and indexes

In order to transparently represent to its stakeholders the value created and the sustainability of the corporate business, since 2003 Enel has published an annual sustainability report, in addition to the Company's annual financial report; moreover, starting from 2017, in compliance with the requirements of Legislative Decree No. 254/2016, Enel also published the consolidated non-financial statement.

Since the financial year 2024, in application of Legislative Decree No. 125/2024 (which implemented in Italy the provisions of the Corporate Sustainability Reporting Directive), Enel has drafted a consolidated sustainability report, which is included in a separate section of the management report and therefore is part of the annual financial report for the financial year 2024. Such sustainability statement contains qualitative and quantitative information on ESG issues that were found to be relevant on the basis of the double materiality analysis.

The consolidated sustainability statement is drafted in compliance with the sustainability reporting standards set forth in the Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023, that implemented the provisions of the Corporate Sustainability Reporting Directive, providing the technical guidelines necessary for its application, according to specific reporting standards defined in the ESRS, which were developed by EFRAG (European Financial Reporting Advisory Group).

The consolidated sustainability statement is examined by the control and risk committee and the corporate governance and sustainability committee, which are called upon to issue specific opinions on them within the scope of their respective tasks, in view of the approval by the board of directors of the annual financial report. The annual financial report, which includes the consolidated sustainability statement, is available to the public at the Company's registered office and on the Company's website.

On a more general level, Enel is constantly committed to reporting its performance on all sustainability aspects, also in view of the evaluations of ESG rating agencies, which are a support tool for investors in assessing the sustainability of the various business models and in identifying sustainability-related risks and opportunities in their investment portfolio. In this regard, the board of directors, with the support of the corporate governance and sustainability committee, periodically supervises the Company's inclusion in the main sustainability indexes, as well as its participation in the most significant international events on the matter.

SECTION I: OWNERSHIP STRUCTURE

1. Ownership structure

1.1 Share capital structure

The Company's share capital consists exclusively of ordinary shares with full voting rights at both ordinary and extraordinary shareholders' meetings. At the end of 2024 (and as of the date of this report), Enel's share capital amounted to Euro 10,166,679,946, comprised of the same number of ordinary shares having a par value of Euro 1 each, which are listed on the Euronext Milan market, organized and managed by Borsa Italiana.

1.2 Major shareholdings and shareholders' agreements

Based upon the entries in Enel's shareholders' ledger, reports made to CONSOB and received by the Company, and other available information, as of the date of this report the Company's shareholders holding a stake exceeding 3% of the Company's share capital are:

Principal shareholders	% of the share capital
Ministry of the Economy and Finance	23.59%
BlackRock Inc.	5.02%

To the Company's knowledge, no shareholders' agreements, as defined in the Consolidated Financial Act, exist with regard to Enel's shares.

The Company is subject to the de facto control of the Ministry of the Economy and Finance, which so far has had sufficient votes in Enel's ordinary shareholders' meetings to appoint the majority of directors; however, the above-mentioned Ministry is not in any way involved in managing and coordinating the Company, since the Company makes its management decisions on a fully independent basis in accordance with the structure of duties and responsibilities assigned to its corporate bodies; the foregoing is confirmed by Article 19, paragraph 6, of Law Decree No. 78/2009 (subsequently converted into Law No. 102/2009), which clarified that the regulations contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian Government.

1.3 Limit on the ownership of shares and voting rights

In implementing the provisions of the legal framework on privatizations, the Company bylaws provide that – with the exception of the government, public bodies, and parties subject to their respective control – no shareholder may own, directly and/or indirectly, Enel shares representing more than 3% of its share capital.

The voting rights attaching to the shares owned in excess of the aforesaid limit of 3% may not be exercised, and the voting rights to which each of the parties affected by the limit on share ownership would have been entitled will be proportionately reduced, unless there are prior joint instructions from the shareholders involved. In the event of non-compliance, resolutions passed by shareholders' meetings may be challenged in court if it is found that the majority required would not have been attained without the votes expressed in excess of the above-mentioned limit.

Under the legal framework on privatizations, as subsequently amended, the provisions of the bylaws concerning the limit on share ownership and voting rights will no longer be effective if the 3% limit is exceeded following a takeover bid following which the bidder holds shares representing at least 75% of the share capital with the right to vote on resolutions regarding the appointment and removal of directors.

There are no restrictions in relation to the transfer of Enel shares, such as the necessity to obtain a prior approval by the Company or other holders of securities.

1.4 Special powers of the Italian Government

Enel, along with other Group companies, holds strategic assets relevant for the national interest in accordance with Article 2 of the Law Decree No. 21 of March 15, 2012 (converted with amendments into Law No. 56 of May 11, 2012 and subsequently amended and integrated) 0 and is therefore subject to the legal framework on the special powers of the Italian Government in strategic sectors, as set forth in the same Law Decree No. 21/2012 and related implementing regulation.

1.5 Employee-shareholdings: mechanism for exercising voting rights

The Consolidated Financial Act recommends that the bylaws of listed companies contain provisions aimed at simplifying the exercise of voting rights through proxy by employee-shareholders, thus fostering their participation in the decision-making process at shareholders' meetings.

In such respect, since 1999, Enel bylaws expressly provide that for purposes of simplifying the collection of proxies by the employee-

shareholders of the Company and its subsidiaries, who are affiliated with shareholders' associations which comply with the requirements imposed under applicable laws, areas for communication and for the collection of proxies shall be made available to such associations, pursuant to the terms and modalities to be agreed upon from time to time with their legal representatives.

In March 2008, the Company was informed of the establishment of an employee-shareholders' association called A.DI.G.E. – Associazione Azionisti Dipendenti Gruppo Enel (Association of Employee-Shareholders of Enel Group) – which meets the requirements set forth in the Consolidated Financial Act and is therefore subject to the above-mentioned bylaws provisions.

1.6 Election and replacement of directors and amendments of the bylaws

The rules that regulate the election and replacement of directors are examined in the second section of this document (under "Board of Directors – Appointment, replacement and contingency plan).

With regard to the rules applicable to amendments to the bylaws, extraordinary shareholders' meeting resolve on the same, in accordance with the relevant majorities provided for by law.

As permitted by law, however, the Corporate bylaws assign to the board of directors' authority on all resolutions concerning:

mergers by incorporation of wholly-owned or at least 90% owned companies, as well as demergers of such companies;
the establishment or closing of secondary offices/branches;
the selection of directors with powers to represent the Company;
the reduction of the share capital in the event that one or more shareholders should withdraw;
the harmonization of the bylaws with applicable provisions of law;
moving the registered office to a different location within Italy.

1.7 Authorizations to increase the share capital and to buy back shares

As of the date of this report the board of directors has not been authorized to increase the share capital nor has it been authorized to issue participating financial instruments.

It should be noted that the ordinary shareholders' meeting held on May 23, 2024 authorised – upon prior revocation of the authorization granted by the ordinary shareholders' meeting held on May 10, 2023 (on the basis of which, Enel, during 2023 and in January 2024, purchased an overall amount of no. 4,200,000 treasury shares) – the board of directors to the acquisition and subsequent disposal of treasury shares up to a maximum of 500 million of the Company's shares, representing approximately 4.92% of the share capital, and up to a maximum outlay of Euro 2 billion. The acquisition of treasury shares has been authorised for eighteen months starting from the date of the shareholders' meeting; no deadline has been established for the disposal of the acquired treasury shares. Moreover, the same shareholders' meeting defined, on the basis of the board of directors' proposal, purposes, terms and conditions for the acquisition and sale of the Company's treasury shares, laying down in particular the modalities for the determination of the purchase price and the operating procedures for the implementation of the purchase operations.

In implementation of the authorization granted by the shareholders' meeting as per above and of the subsequent resolution of the board of directors approved on July 25, 2024, Enel concluded a buyback programme with the purpose of serving the 2024 LTI Plan reserved to the management of Enel and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code. As a consequence of the transactions carried out from September 16, 2024 to November 8, 2024 in execution of such programme, the Company has purchased an overall amount of no. 2,900,000 treasury shares. Therefore, considering the no. 10,085,106 Enel treasury shares already held and taking into account the disbursement made on September 5, 2024 of no. 905,436 Enel shares to the beneficiaries of the 2020 LTI Plan and of the 2021 LTI Plan, at the date of this report, Enel holds no. 12,079,670 treasury shares, equal to approximately 0.12% of the share capital.

1.8 "Change-of-control" clauses

Significant agreements to which Enel or its subsidiaries are parties and which become effective, are amended or terminate in the event of a change of control of Enel are set out below (hereinafter referred to as "change of control" cases).

A) The syndicated credit facility agreements of Enel and Enel Finance International N.V.

In March 2021, Enel and its subsidiary Enel Finance International N.V. ("EFI") entered into a credit facility agreement with a pool of banks for an amount up to Euro 10 billion. In May 2022 and in March 2024, Enel, EFI and the pool of lending banks signed certain amendment and restatement agreements mainly aimed at increasing the amount of such credit line by Euro 3.5 billion and at providing for such additional amount to be made available until May 2026, while the main Euro 10 billion tranche will expire in March 2026. As of December 2024, this credit facility agreement has not been used.

Furthermore, during October 2020, Enel entered into a credit facility agreement of the "Sustainability-Linked Loan" type with a pool of banks for an amount equal to Euro 1 billion. As of December 2024, the above credit facility agreement, which expires in October 2026, has been fully used.

In relation to the aforementioned credit facility agreements, it is envisaged that, upon the occurrence of a "change of control" case concerning Enel ( 6 ), each bank belonging to the pool may propose to renegotiate the terms and conditions of the agreement or communicate its intention to withdraw from the latter.

In the event that the renegotiation of the terms and conditions of the agreement with one or more of the banks belonging to the pool has been unsuccessful, or if one or more of those banks have communicated their intention to withdraw from the agreement:

Enel and EFI, depending on the cases, may decide to repay in advance the sums received and to cancel, without incurring any penalties, the entire financial commitment assumed by each of such banks;
each of such banks may demand the early repayment of the sums disbursed and the cancellation of the entire financial commitment assumed.

In the event that none of the banks belonging to the pool either proposes to renegotiate the terms and conditions of the agreement or communicates its intention to withdraw from the latter, the above-mentioned loan agreements shall remain in full force and effect in accordance with the terms and conditions originally agreed upon.

B) The credit facility agreement of Enel and Enel Finance America LLC.

In September 2022, Enel, as guarantor, and its subsidiary Enel Finance America LLC ("EFA") entered into a credit facility agreement of the "Sustainability-Linked Loan" type with EKF Denmark's Export Credit Agency ("EKF")( 7 ) and Citi (the latter as mandated lead arranger) for an amount of up to USD 800 million. As of December 2024, such credit line, which expires in May 2034, has been fully used, with an outstanding debt equal to USD 760 million.

In relation to the such credit facility agreement, it is envisaged that, in the event of a "change of control" concerning EFA, EKF or any bank, financial institution or other entity which becomes a lender under the terms of the credit facility agreement (so-called "Lender") may cancel the credit facility agreement and request the early repayment of the amounts disbursed.

Upon the occurrence of a "change of control" concerning Enel, the Lender may propose to renegotiate the terms and conditions of the agreement, or communicate its intention to withdraw from the latter.

In the event that the renegotiation of the terms and conditions of the agreement with the Lender has been unsuccessful, or if the Lender has communicated its intention to withdraw from the agreement:

EFA may decide to repay in advance the amounts received and to cancel without penalties the entire financial commitment assumed by the Lender;
the Lender may demand the early repayment of the sums disbursed and the cancellation of the entire financial commitment assumed.

In the event the Lender has not proposed to renegotiate the terms and conditions of the agreement, nor has it communicated its intention to withdraw from the same, the credit facility agreement shall remain in full force according to the terms and conditions originally agreed upon.

C) The credit facility agreement entered into with Bank of America Europe Designated Activity Company

⁽ ⁶) It should be noted that, for the purposes of such agreements, the cases of "change of control" also include the event in which Enel, or any of its subsidiaries, transfer (even through mergers) a significant portion of the Group's assets to parties outside the Group, in such a way that the Group's

financial reliability is significantly compromised in the opinion of the lending banks.

⁽ ⁷) It should be noted that following a reorganization, in 2023 EKF merged into Export and Investment Fund of Denmark (EIFO).

In October 2021, Enel and Bank of America Europe Designated Activity Company ("Bank of America Europe DAC") entered into a credit facility agreement of the "Sustainability-Linked Loan" type in the amount of around USD 349 million. As of December 2024, this credit facility, which expires in October 2025, has been fully used, with an outstanding debt equal to the amount of the loan disbursed.

In relation to the such credit facility agreement, it is provided that, upon the occurrence of a "change of control" concerning Enel, Bank of America Europe DAC may propose to renegotiate the terms and conditions of the agreement, or communicate its intention to withdraw from the latter.

If the renegotiation of the terms and conditions of the agreement has been unsuccessful, or if the Bank of America Europe DAC has communicated its intention to withdraw from it, Enel shall repay the amounts received in advance, without penalty.

In the event the Bank of America Europe DAC has not proposed to renegotiate the terms and conditions of the agreement, nor has it communicated its intention to withdraw from it, the loan agreement shall remain in full force according to the terms and conditions originally agreed upon.

D) The credit facility agreement entered into with Unicredit S.p.A.

In November 2023, Enel and Unicredit S.p.A. ("Unicredit") entered into a credit facility agreement of the "revolving SDG Linked" type for an overall maximum amount of Euro 1.5 billion, with simultaneous cancellation of the similar credit facility agreements signed (i) in October 2019 for a maximum total amount of Euro 1 billion; and (ii) in July 2022 for a maximum total amount of Euro 350 million. As of December 2024, the afore-mentioned credit facility agreement, which expires in November 2026, has not been used.

In relation to the such credit facility agreement, it is provided that, in the event of a change of control concerning Enel, such change of control over the latter shall be timely notified to Unicredit, which may prohibit Enel from using the available funds provided and to request the reimbursement of the amounts already drawn, if it deems that the change of control may adversely affect Enel's capacity to fulfil its obligations under the revolving credit facility agreement.

E) The EIB loan to Enel Produzione

In order to increase its investment in the field of renewable energy and environmental protection, in June 2007, the subsidiary Enel Produzione S.p.A. ("Enel Produzione") entered into a loan agreement with the European Investment Bank ("EIB") for up to Euro 450 million, disbursed in the amount of Euro 400 million, and backed by a bank guarantee. As of December 2024, the outstanding amount of this loan, which expires in July 2027, is equal to Euro 80 million.

In relation to such loan agreement, it is provided that both Enel Produzione S.p.A. and Enel are obliged to inform the EIB of any changes in their control and that the EIB may consult Enel Produzione on the possible consequences of such changes on the latter's financial obligations towards the bank. The EIB may also demand additional guarantees, changes in the loan agreement, or alternative measures that it considers satisfactory, if it has reason to believe that the change in the relevant ownership structure may have negative consequences on Enel Produzione's or Enel's financial standing. If Enel Produzione does not accept the solutions proposed, EIB may unilaterally terminate such loan agreement.

F) The EIB loans to e-distribuzione

In order to develop the process of making its electricity grid more efficient, in November 2006 the subsidiary e-distribuzione S.p.A. ("edistribuzione") entered into a loan agreement with the EIB for an amount equal to Euro 600 million, backed by a guarantee from Enel for the portion of Euro 200 million and by a bank guarantee for the remaining portion. As of December 2024, the outstanding amount of this loan, expiring in December 2026, is equal to Euro 80 million.

In relation to such loan agreement, it is envisaged that, upon the occurrence of a "change of control" concerning Enel, the EIB will examine the new circumstances in order to decide upon a possible change in the conditions governing such loan to edistribuzione.

Moreover, it should be noted that, in the context of a financing transaction concerning an advanced electricity measuring system in the Italian territory, e-distribuzione entered into the following loan agreements with EIB, backed by guarantee from Enel:

in July 2017, a loan agreement for an amount of Euro 500 million, disbursed in tranches respectively expiring in September 2032, May 2033 and October 2033. As of December 2024, this loan has been fully used, with an

outstanding debt of approximately Euro 391 million;

in July 2018, a loan agreement for an amount of Euro 250 million, disbursed in a tranche expiring in June 2034, which, as of December 2024, has been fully used, with an outstanding debt equal to approximately Euro 216 million;
in November 2019, a loan agreement for an amount of Euro 250 million, disbursed in a tranche expiring in March 2035, which, as of December 2024, has been fully used, with an outstanding debt equal to approximately Euro 239 million.

In addition, in order to carry out a project relating to the upgrading, reconditioning and modernization of the electricity distribution grid in Italy, e-distribuzione entered into the following loan agreements with the EIB:

in June 2021, an agreement for an amount of Euro 300 million, backed by a guarantee from Enel. As of December 2024, this loan, disbursed in two tranches expiring, respectively, in July 2036 and December 2036, has been fully used, with an outstanding debt equal to the amount of the loan disbursed;
in July 2022, an agreement for an amount equal to Euro 300 million, backed by a guarantee from Enel. As of December 2024, this loan, disbursed in a tranche expiring in August 2037, has been fully used, with an outstanding debt equal to the amount of the loan disbursed.

In order to carry out a project related to the installation in Italy of second-generation smart meters during 2023 and 2024 and the necessary supporting infrastructure, e-distribuzione entered into a contract with the EIB in September 2023 for an amount of Euro 500 million, backed by a guarantee from Enel. As of December 2024, this loan has been fully used, with outstanding debt equal to the amount of the loan disbursed.

Lastly, in November 2024, e-distribuzione entered into a loan agreement with the EIB for an amount equal to Euro 250 million – as part of a larger loan for an amount up to Euro 500 million granted by the same EIB – for the purpose of carrying out a project relating to the enhancement, reconditioning and modernisation of the electricity distribution grid in Italy. As of December 2024, this loan of Euro 250 million has been fully used, with an outstanding debt equal to the amount of the loan disbursed.

In relation to the aforementioned loan agreements, e-distribuzione is required to inform the EIB of any changes in its control structure, as well as of any changes in the control structure of the parent company Enel. Following such notification, the EIB may consult e-distribuzione on the possible effects of such changes on the commitments of the same e-distribuzione towards the EIB. As a result of the request for consultation, EIB may demand additional guarantees, or changes in the loan agreements, or alternative measures that it considers satisfactory. Where it reasonably deems that the effects of the change of control cannot be mitigated through alternative measures, EIB may cancel the loan not yet granted and ask for the advance repayment of the loans.

G) The EIB loans for a sustainable investment programme in Latin America

It should be noted that, in connection with the execution of certain sustainable investments in Latin America, for an amount of approximately Euro 900 million, the following loan agreements were concluded:

in June 2022, the subsidiary Eletropaulo Metropolitana Eletricidade de São Paulo S.A. entered into a loan framework agreement with the EIB for an amount equal to USD 200 million. As of December 2024, this loan has been fully used, in two tranches expiring respectively in September 2037 and April 2038, with an outstanding debt equal to the amount of the loan disbursed;
in August 2022, the subsidiary Enel Chile S.A. entered into a loan framework agreement with the EIB for an amount equal to USD 294 million. As of December 2024, this loan has been fully used, in two tranches expiring, respectively, in October and December 2037, with an outstanding debt equal to the amount of the loan disbursed;
in July 2023, the subsidiary Enel Chile S.A. entered into a loan framework agreement with the EIB for an amount of USD 200 million. As of December 2024, this loan has been fully used, in two tranches expiring respectively in July and December 2038, with an outstanding debt equal to the amount of the loan disbursed;
in December 2023, the subsidiary Eletropaulo Metropolitana Eletricidade de São Paulo S.A. entered into a loan framework agreement with the EIB for an

amount of USD 100 million. As of December 2024, this loan has been used for USD 90 million in a tranche maturing in May 2039, with an outstanding debt equal to the amount of the loan disbursed.

The loans under the above framework agreement are disbursed in tranches, each of which is backed by a guarantee from Enel and/or other guarantors. Under the guarantee agreements, the guarantor is obliged to notify any change of control that may affect it.

The same framework agreements require the borrower to notify the EIB of any changes in its own or its parent company Enel's control structure. In the occurrence of such notification, the EIB may consult the borrower on the possible effects of such changes on the borrower's commitments towards the EIB. Following the request for consultation, the EIB may demand additional guarantees, or changes in the framework agreements, or alternative measures that it considers satisfactory. Where it reasonably deems that the effects of the change of control structure cannot be mitigated through alternative measures, EIB may cancel the loan not yet granted and ask for the advance repayment of the loans.

H) The Cassa Depositi e Prestiti loan to edistribuzione

In April 2009, in order to develop the process of making its electricity grid more efficient, the subsidiary e-distribuzione entered into a framework loan agreement with Cassa Depositi e Prestiti S.p.A. ("CDP") for an amount of Euro 800 million, backed by a guarantee from Enel. In 2011, the parties agreed two extensions of such framework agreement, which reached a total amount of Euro 1,340 million. As of December 2024, the outstanding amount of such loan, expiring in December 2028, is equal to approximately Euro 357 million.

This agreement is also backed by a guarantee agreement entered into by CDP and Enel, according to which Enel, as guarantor of the aforesaid loan, is obliged to inform CDP (i) of any change in the composition of the share capital of e-distribuzione that could entail the loss of control over said company, as well as (ii) of any significant deterioration in e-distribuzione and/or Enel's net worth, economic, financial, or operational situation or perspectives. The occurrence of any of such circumstances may give rise to an obligation for e-distribuzione to repay immediately to CDP the loan received.

1.9 Compensation owed to directors in the event of early termination of the relationship, including as the result of a takeover bid

The payment package due to the chief executive officer (that is also the general manager) of Enel includes an end of relationship severance indemnity, which is granted in the event of early termination of the directorship relationship following resignation for cause or revocation and/or dismissal without cause.

For a detailed description of such payment please see the first section of the report on the remuneration policy for 2025 and compensations paid in 2024, available to the public at the Company's registered office and on the Company's website, in compliance with the terms provided for by the applicable laws.

No specific indemnities are otherwise due in the event that the relationship with any member of the board of directors should terminate following a takeover bid.

*****

SECTION II: IMPLEMENTATION OF THE RECOMMENDATIONS OF THE CORPORATE GOVERNANCE CODE AND ADDITIONAL INFORMATION

1. Board of Directors

From left: Mario Corsi, Alessandro Zehentner, Olga Cuccurullo, Alessandra Stabilini, Paolo Scaroni, Flavio Cattaneo, Fiammetta Salmoni, Dario Frigerio, Johanna Arbib.

1.1 Current composition and term

The board of directors in force as of the date of this report, elected by the ordinary shareholders' meeting of May 10, 2023, is composed of the following nine members:

Paolo Scaroni, chairman;
Flavio Cattaneo, chief executive officer and general manager;
Johanna Arbib;
Mario Corsi;
Olga Cuccurullo;
Dario Frigerio;
Fiammetta Salmoni;
Alessandra Stabilini;
Alessandro Zehentner.

Paolo Scaroni, Flavio Cattaneo, Johanna Arbib, Olga Cuccurullo, Fiammetta Salmoni and Alessandro Zehentner were drawn from the slate submitted by the shareholder Ministry of the Economy and Finance (at the time holding about the 23.59% of the Company's share capital) and voted by the majority – about 49.10% – of the capital represented at the meeting, while Mario Corsi, Dario Frigerio and Alessandra Stabilini were drawn from the slate submitted by a group of 24 asset management companies and other institutional investors (at the time holding in the aggregate about 1.86% of the Company's share capital) and voted by a minority – approximately 43.50% – of the share capital represented at the same shareholders' meeting ( 8 ).

The term of office of the current board of directors will expire with the approval of the annual financial statements for the year 2025.

A brief professional profile of the abovementioned Company's directors is provided in Schedule 1 to this report.

1.2 Election, replacement and contingency plan

Pursuant to the provisions of the Corporate bylaws, the board of directors consists of three to nine members who are elected by the ordinary shareholders' meeting (which determines their number subject to such limits) for a term not exceeding three financial years and its members are eligible for re-election at the expiration of their term of office.

Under the current legal framework, all of the directors must meet the integrity requirements imposed upon statutory auditors of listed companies. In addition, directors must meet the additional integrity requirements provided under Article 14-bis of the bylaws as approved by the extraordinary shareholders' meeting held on May 22, 2014 and amended by the extraordinary shareholders' meeting held on May 28, 2015.

In compliance with the legal framework governing privatizations and in accordance with the provisions of the Consolidated Financial Act, the bylaws provide that the election of the entire board of directors must take place in accordance with the slate voting system aimed at allowing the presence on the board of directors of members elected by minority shareholders totalling three-tenths of the directors to be elected. In the event this number is a fraction, it is to be rounded up to the higher unit.

The extraordinary shareholders' meeting of May 26, 2016 resolved to introduce in the Corporate bylaws a specific provision pursuant to which should the slate that obtained the majority of the votes not have a suitable number of candidates in order to achieve the seven-tenths of directors to be elected (rounded, in the case of a fractional number, to the lower unit), the other candidates necessary to complete the board of directors shall

⁽ ⁸) It should be noted that, on the occasion of the renewal of Enel's board of directors by the ordinary shareholders' meeting of May 10, 2023, a third slate of candidates for the office of director was submitted by Covalis Capital LLP and Covalis (Gibraltar) Ltd. in their capacity as managers of five investment funds at the time collectively owning about 0.64%

of the Company's share capital. According to the provisions of Enel's bylaws governing the appointment of the board of directors, no director was drawn from this slate, as it was voted for by only about 6.94% of the share capital represented at the meeting.

be drawn from the minority slates, if the capacity of such slates is sufficient.

Each slate must include at least two candidates that meet the requirements of independence established by law (i.e., those provided for statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them as first on the slate.

The slates which contain a number of candidates equal to or above three shall also include candidates belonging to different genders, as indicated in the notice of call of the shareholders' meeting, in order to ensure that the composition of the board of directors is compliant with the applicable laws on gender balance; the latter provides that, starting from the renewals in 2020, at least 40% of the directors appointed shall be reserved to the less represented gender. As for the modalities for the election of the board of directors, the Corporate bylaws provide, in this regard, for a specific correction mechanism ("sliding clause") to be used in the event that, following the vote, balance between genders is not achieved.

Slates must list candidates in progressive order and may be filed by the expiring board of directors ( 9 ), or by shareholders who, alone or jointly with other shareholders, own the minimum shareholding in the share capital of the Company set forth by CONSOB with regulation (i.e., considering Enel's market capitalization, as of the date of this report, the minimum shareholding is equal to 0.5% of the share capital). Slates must be filed at the Company's registered office, by those who submit them, at least 25 days before the date on which the shareholders' meeting is called to resolve upon the election of the board of directors. Such slates shall be published by the Company on its website and shall also be made available to the public at Enel's registered office at least 21 days before the date of the meeting, so as to ensure a transparent process for the election of the board of directors.

A report containing exhaustive information on the personal traits and professional qualifications of the candidates, accompanied (where applicable) by a statement by which individual candidates certify to meet the independence requirements provided by the applicable provisions of law and/or the Corporate Governance Code, must be filed at the Company's registered office together with the slates, and must also be published promptly on the Company's website.

For purposes of identifying the directors to be elected, candidates of the slates that have received a number of votes amounting to less than half of the percentage required for filing the same slates shall not be taken into account (i.e., as of the date of this report, 0.25% of the share capital).

For the election of directors who, for whatever reason, are not elected in accordance with the slate voting system, the shareholders' meeting resolves in accordance with the majorities required by the law, ensuring in any case:

the presence of the necessary number of directors that meet the requirements of independence established by the law (i.e., at least one director if the board consists of no more than seven members or two directors if the board consists of more than seven members); and
the respect of applicable law provisions on gender balance.

The replacement of directors is regulated by applicable provisions of law. In addition to such provisions, the bylaws provide that:

if one or more of the directors terminating their office were drawn from a slate also containing candidates who were not elected, the replacement by the board of directors must be made by appointing, in progressive order, persons drawn from the slate to which the directors who ceased from their office belonged, provided that said persons are still eligible for election and willing to accept the office;
in any case, in replacing directors who terminate their office, the board of directors must ensure the presence of the necessary number of directors meeting the requirements of independence established by the law, and the compliance with the applicable law provisions on gender balance;
if the majority of the directors appointed by a shareholders' meeting terminates the office, the entire board is to be deemed to have resigned and the directors still in office must

⁽ ⁹) Article 12 of Law no. 21/2024 introduced in the Consolidated Financial Act a discipline applicable in the event that the bylaws of a listed company allow the expiring board of directors to submit its own slate of directors candidates, entrusting CONSOB with the task of setting forth implementing provisions and requiring the issuers concerned

to adjust their bylaws accordingly. Since no implementing provisions have been issued by CONSOB as of the date of this report, the clause in the Company's bylaws that mentions the possibility for the outgoing board of directors to present its own list of director candidates has not yet been adapted to the provisions of Article 12 of Law No. 21/2024.

promptly call a shareholders' meeting to elect a new board.

With regard to succession plans for executive directors, in September 2016, the board of directors, upon proposal of the nomination and compensation committee, together with the corporate governance and sustainability committee, shared the contents of a specific "contingency plan", lastly updated in November 2024, aimed at regulating the steps to be taken to ensure that the Company's activities are regularly managed in the event of early cessation of the chief executive officer before the expiry of the ordinary term of office (the so-called "crisis management" case). Based on such "contingency plan", if a crisis management case occurs:

the chairman of the board of directors temporarily assumes the powers for the management of the Company with the same limits previously envisaged in relation to the chief executive officer, and convene the board of directors without delay for the ratification of such powers and the consequent activities;
taking into account the Company's ownership structure, it is deemed appropriate to acquire in advance specific instructions on the replacement of the chief executive officer by those shareholders from whose slate the chief executive officer who early terminated its office was drawn. Such instructions are evaluated by the board of directors in autonomy and with independent judgment. In the event that the board of directors considers the candidate thus designated to replace the chief executive officer lacks the requirements of competence and managerial experience required for the administration of a business entity of the size and complexity of Enel Group, it promptly convenes a specific ordinary shareholders' meeting in order to appoint the director intended to be entrusted with the role of chief executive officer, similarly to what is indicated in the following bullet point;
in the event that the shareholders from whose slate the chief executive officer who early terminated its office was drawn not provided any instruction on the relevant replacement within 15 days from the termination of the office, the board of directors promptly convenes a specific ordinary shareholders' meeting in order to appoint the director intended to be entrusted with the role of chief executive officer;

• should no candidacies be submitted at the shareholders' meeting lastly mentioned above nor any of the candidacies submitted by the shareholders reach the majority of the share capital represented at the meeting, the board of directors promptly starts a process firstly aimed at selecting, with the support of a consulting firm specialized in this field, a list of candidates, from which the same board of directors then selects the person deemed the most suitable for the role of chief executive officer, co-opting such person, appointing him/her as chief executive officer and entrusting him/her with the appropriate delegated managerial powers.

Lastly in December 2024, the board of directors verified the presence of adequate development plans, aimed at fostering the identification and differentiation of the profiles for successions in the managerial positions.

Moreover, during 2024 the new values of Enel Group were defined (i.e. innovation, respect, proactivity, trust, flexibility), which employees are called upon to adopt on a daily basis in their behaviour and decisions. In addition, a project was launched to promote a new leadership model focused on the entrepreneurial mindset, deemed necessary to face the business challenges in the new market context.

Lastly, the annual succession plans for managerial positions, as well as the related selection criteria which take into account the Enel Group's commitments on diversity and inclusion, further enhancing these profiles - were confirmed. In this context, the process of "talent management" is therefore geared at defining adequate development projects dedicated to the successors (such as, for instance, "mentoring", "job shadowing", "coaching" paths and excellence training initiatives).

1.3 Role and functions

The board of directors has a central role in the Company's governance structure, since it has powers over the strategic, organizational and control guidelines for the Company and the Group, whose Sustainable Success it pursues. In consideration of its role, the board of directors meets regularly and endeavours to ensure the effective performance of its duties.

In particular, and in accordance with the legal framework and specific resolutions of the board itself (and, in particular, the one adopted in May 2023), the board of directors:

establishes the corporate governance system of the Company, verifying that it is constantly functional to business needs and to the pursuit of its strategies, and monitors the adequacy of the Group's corporate governance structures. On this last respect, it should be noted that the board of directors approved in July 2015 (and further integrated in February 2019), some recommendations aimed at strengthening the corporate governance of Enel's subsidiaries whose shares are listed on regulated markets (currently 9 issuers) and ensuring that all such companies comply with the relevant local best practices. Thereafter, in December 2017 the board of directors approved specific guidelines (so-called "Corporate Governance Guidelines") that preliminary set certain principles which the Group's corporate governance system is based upon, which, therefore, lay down the common rules on the conflict of interests involving directors and on related parties' transactions, resulting compliant with the legal framework of the Countries where the Group's companies operate, and therefore uniformly applicable. Lastly, in October 2022, the board of directors approved an update to the Corporate Governance Guidelines, promoted essentially in order to adapt their contents to the new regulatory framework adopted in Italy and Spain on related party transactions following the implementation of Directive (EU) 2017/828 (so-called "Shareholders' rights II"), as well as to make some limited changes suggested by practical experience;
establishes the Board's internal committees, with advisory and proactive functions, appoints their members and, by approving their internal rules, defines their duties. It should be noted that following the shareholders' meeting held on May 10, 2023, the board of directors, in June 2023, reestablished the control and risk committee, the nomination and compensation committee, the related parties committee and the corporate governance and sustainability committee (for an analysis on the composition and responsibilities of such committees as well as the activities carried out by them, see the paragraph entitled

"Committees" of this section of the document);

delegates and revokes the powers of the chief executive officer, defining their content, limits, and the procedures, if any, for exercising them. In accordance with the powers in force, granted by the board of directors in May 2023, the chief executive officer is vested with the broadest powers for the management of the Company, with the exception of those powers that are assigned otherwise by legal or regulatory provisions or by the Corporate bylaws or which are reserved to the board of directors according to resolutions of the latter, which are described herein;
receives, as well as the board of statutory auditors does, information from the chief executive officer regarding the activities carried out in the exercise of his powers, which are summarized in a special quarterly report. In particular, with regard to all the most significant transactions carried out using the powers of his office (including any atypical or unusual transactions or ones with related parties whose approval resulted not to be reserved to the board of directors), the chief executive officer reports to the board on: (i) the features of the transactions; (ii) the parties concerned and any relation they might have with the Group companies; (iii) the considerations concerned; and (iv) the additional relevant economic, financial and asset profiles;
determines, based on the analyses and proposals of the relevant committee, the remuneration policy of the directors and of the executives with strategic responsibilities, submitting it to the shareholders' meeting for approval in accordance with current legislation. In implementing such policy, it determines, based on proposals of the committee and upon consultation with the board of statutory auditors, the compensation of the chief executive officer and the other directors who hold specific offices and resolves upon the adoption of incentive plans reserved to the management, submitting them to the approval of the shareholders' meeting where required by current legislation (10). In this respect, please

⁽ ¹⁰) It should be noted, in particular, that pursuant to Article 114-bis, paragraph 1 of the Consolidated Financial Act, remuneration plans based on financial instruments in favour of members of the board of directors and/or employees of

the Company, or of members of the board of directors and/or employees of parent companies or subsidiaries, are subject to the approval of the ordinary shareholders' meeting.

note that the board of directors in March 2024 has defined the 2024 remuneration policy and the 2024/2026 LTI Plan for the chief executive officer/general manager, and for the top management, which have been subsequently approved by the shareholders' meeting held on May 23, 2024;

on the basis of the information received, evaluates the adequacy of the Company's and the Group's organizational, administrative, and accounting structure. Such evaluation was carried out in March 2024 and, lastly, in March 2025.
resolves on changes to the general organizational structure proposed by the chief executive officer. It should be noted that most recently in July 2023 the board of directors examined and endorsed a comprehensive review of the Group organizational structure;
examines and approves the business plan of the Company and of the Group, having taken into account the analysis of matters that are relevant for the long-term value generation, and periodically monitors the implementation of the same plan. It should be noted that the 2025-2027 business plan – outlined during in-depth sessions dedicated to it – was approved by the board of directors in November 2024 ( 11). In this regard, the current division of powers within the Company specifically provides that the board of directors resolves upon the approval of:
- − the annual budget and the business plan of the Group (which incorporate the annual budgets and long-term plans drafted by the Group companies);
- − strategic agreements, also defining upon proposal by the chief executive officer – the Company's and the Group's strategic objectives;
examines and approves in advance the transactions of the Company and of the Group that have a significant impact on their strategy, financial statements, income

statements, or cash flows, including those concluded with related parties or otherwise characterized by a potential conflict of interests.

In particular, all financial transactions of a significant size (meaning: (i) the Company's contracting of loans for an amount exceeding Euro 75 million and the issuance of bonds by the Company; (ii) the issuance of bonds or the entering into loans by subsidiaries where, in both cases, the grant of a guarantee by Enel is required or the transaction's amount exceeds Euro 300 million; and (iii) the grant of guarantees by Enel, in the interest of subsidiaries or third parties, in both cases, where such guarantees cover amounts exceeding Euro 50 million) must be approved in advance (if they concern the Company) or evaluated (if they regard other Group companies) by the board of directors.

In addition, acquisitions and disposals of equity investments amounting to more than Euro 50 million must be approved in advance (if they are carried out directly by Enel) or evaluated (if they concern other Group companies) by the same board of directors;

provides guidance and assessments on the adequacy of the internal control and risk management system, defining the nature and level of risk that is compatible with the Company's and the Group's strategic objectives – including in its evaluations all elements that may be relevant to the Sustainable Success of the Company – in line with the prerogatives set forth in such regard in the Corporate Governance Code ( 12). In particular, the board of directors, having obtained the control and risk committee's opinion:
- defines the guidelines of the internal control and risk management system so that the main risks regarding the Company and its subsidiaries – including those risks that might have an impact in the light of a Sustainable Success, as well

⁽ ¹¹) Please see the presentation given during the Capital Markets Day and available on the website www.enel.com for an illustration of the objectives of the 2025-2027 business plan – which confirms the strategic pillars of the previous plan: (i) profitability, flexibility, and resilience in order to create value through selective capital allocation which optimizes the risk/return profile while still maintaining a flexible approach; (ii) efficiency and effectiveness, with a continuous optimization of processes, activities and offer portfolio, strengthening cash generation and developing innovative solutions to increase the value of existing assets;

and (iii) financial and environmental sustainability, to maintain a solid structure, ensure the necessary flexibility for growth and addressing the challenges of climate change.

⁽ ¹²) For further information on the roles and responsibilities of the board of directors in exercising oversight of the procedures aimed at managing sustainability-related material risks, impacts and opportunities, please refer to the information provided – in accordance with ESRS 2 GOV-1 – in the consolidated sustainability statement included in the annual financial report for the financial year 2024.

as risks concerning cyber security and those inherent to artificial intelligence – are correctly identified and properly measured, managed, and monitored, determining, moreover, the level of compatibility of such risks with the management of the company in a manner consistent with its strategic objectives. It should be observed in this regard that in November 2013, the board of directors has determined and formalized in a specific document the guidelines of the internal control and risk management system (document lastly updated in December 2023). Furthermore, in November 2024, the board of directors has assessed the compatibility of the main risks related to the strategic objectives set forth in the 2025-2027 business plan with a management of the Company that is in line with such targets;

evaluates, at least on an annual basis, the adequacy of the internal control and risk management system taking into account the characteristics of the Company's business and the types of risks taken, as well as its effectiveness. It should be noted that in February 2025, the board of directors expressed a positive evaluation in this respect with reference to the 2024 financial year;
approves, at least on an annual basis, the work plan prepared by the head of the "Audit" Function, upon consultation with the board of statutory auditors and the director in charge of establishing and maintaining the internal control and risk management system (a role, the latter, held in Enel by the chief executive officer, consistent with the recommendations of the Corporate Governance Code). It should be noted in this regard that in February 2024, the board of directors approved the audit plan for the same year;
evaluate the opportunity to adopt any measures to enhance the effectiveness and impartiality of judgement of the corporate functions - other than the "Audit" function - which are involved in the control system, verifying that they are provided with adequate professionalism and resources;
determines the composition of the Supervisory Body set up within Enel pursuant to Legislative Decree No.

231/2001 (in relation to which reference should be made to the paragraph "Organizational and management model pursuant to Legislative Decree No. 231/2001" in this section of the document);

assesses, upon consultation with the board of statutory auditors, the results published by the audit firm in its management letter, if any, and in the additional report pursuant to Article 11 of EU Regulation No. 537/2014. It should be noted that the audit firm has not prepared the management letter concerning 2023 financial statements (both statutory and consolidated), while in May 2024 the board of directors assessed the results described by the audit firm in the additional report on the statutory audit activities carried out with reference to the 2023 financial statements (both stand-alone and consolidated);
on the basis of a proposal formulated by the chief executive officer (as director in charge of establishing and maintaining the internal control and risk management system) in accordance with the chairman, and upon the advice of the designated committee as well as upon consultation with the board of statutory auditors, appoints and removes the head of the "Audit" Function and determines his/her compensation in accordance with the Company's policies; furthermore the board of directors verifies that the person in question is endowed with resources adequate for the performance of his/her duties. It should be noted that in accordance with such procedure, in the month of June 2024, the board of directors appointed Anna Spina as the head of the "Audit" Function, position she still holds; starting from July 2014 and until that moment such position was held by Silvia Fiori;
provides for the exercise of voting rights at the shareholders' meetings of the main companies of the Group and designates the directors and statutory auditors of such companies;
appoints the general manager and grants the related powers. It should be noted that in the month of May 2023, the board of directors appointed Flavio Cattaneo as the Company's general manager;

evaluates the general performance of the Company and the Group, using the information received from the chief executive officer, and verifies periodically the achievement of the objectives set;
promotes, in the most appropriate manner, dialogue with shareholders and other stakeholders which are relevant for the Company (for a detailed description of the modalities of conducting dialogue with shareholders, please refer to the "Engagement Policy" paragraph in this section of the document) ( 13). In this context, the board of directors formulates, inter alia, the proposals to submit to shareholders' meetings and reports at such meetings on the activities carried out and planned, ensuring that shareholders have adequate information on the elements necessary to enable them to participate in a well-informed manner in the decisions taken in such meetings.

Among the other activities relevant to the corporate governance system carried out in 2024 and in the first months of 2025, it should be also noted that the board of directors:

in November 2024, upon the proposal of the nomination and compensation committee and the corporate governance and sustainability committee, approved an update of the contingency plan, aimed at providing for the steps to be taken in order to ensure the proper management of the Company in the event of early termination of the chief executive officer before the expiry of the ordinary term of office (so-called crisis management hypotheses);
in December 2024, approved a set of amendments to the organizational regulations of the control and risk committee and the corporate governance and sustainability committee, mainly aimed at aligning the relevant content with the new regulations on corporate sustainability reporting, introduced in the national legal order by Legislative Decree No. 125/2024, which implemented the Corporate Sustainability Reporting Directive (in this regard, please refer to the sections "Control and Risk Committee" and "Corporate Governance and Sustainability Committee" in this section of the document);
in April 2025, examined the twelfth Report on the implementation of the Corporate

Governance Code and the subsequent recommendations indicated in an ad hoc communication addressed to issuers by the Italian Corporate Governance Committee, finding the full coherence of the corporate governance system of Enel, as illustrated in this report, with the content of such recommendation.

1.4 Functioning regulation

The functioning of the board of directors is governed in detail by a specific organizational regulation, which was approved by the board itself in February 2021. Such regulation governs, inter alia, the role and composition of the board of directors, the tasks of the chairman and the secretary, the procedures for scheduling, convening, holding and drafting of minutes of board meetings, as well as the confidentiality obligations associated with the information acquired during such meetings. Such regulation (which is available on the Company's website) crystallizes best practices that have long been followed within Enel with regard to the functioning of the board of directors and refers to the contents of further regulations, procedures and corporate policies, including the specific organizational regulations governing the composition, duties and functioning rules of the board committees (for which reference should be made to the paragraph "Committees" in this section of the document).

In particular, with regard to the organization and holding of board meetings, such regulation provides, inter alia, that:

in the last quarter of each year, the board of directors shall approve the calendar of meetings scheduled for the following year, ensuring that the meetings are held at a regular frequency; normally, the meetings are held at least monthly in order to ensure that the board functions are carried out effectively. Moreover, in accordance with Borsa Italiana regulations, the Company publishes its annual calendar of corporate events within 30 days following the end of the previous financial year;
the notice of call which indicates the day, time and place of the meeting, the list of items to be discussed and the procedures established for participation, which may also

⁽ ¹³) For further information on the manner in which the interests and views of the stakeholders are taken into account in the strategy and business model, please refer also to the

information provided – in accordance with ESRS 2, SBM-2 – in the consolidated sustainability statement included in the annual financial report for the financial year 2024.

be held by telecommunications means – is sent to the members of the board of directors and of the board of statutory auditors, as well as to the delegated judge of the Italian Court of Auditors ("Corte dei Conti"), as a rule, at least five days before the date set for the meeting or, in cases of urgency, subject to a minimum prior notice normally of 24 hours. The documentation relating to the items on the agenda, normally accompanied by a document summarising the most relevant points, is made available, as a rule, at least three days before the date of the meeting; this period may be extended in the case of particularly important and/or complex documentation or reduced in the case of urgent or evolving transactions, as well as of mere information. If, in specific cases, it is not possible to provide the necessary information well in advance, the chairman, with the assistance of the secretary, shall ensure that adequate and detailed information is provided during the meetings.

Further provisions aimed at ensuring that directors act in an informed manner concern: (i) the obligation for directors and statutory auditors to provide timely and accurate information on any interests they may have, on their own behalf or on behalf of third parties, in relation to the items on the agenda; (ii) the power for the chairman, in agreement with the chief executive officer, to invite to participate in board meetings executives of the Company and/or the Group it heads, as well as external advisors or other persons whose presence is deemed useful in relation to the discussion of one or more items on the agenda;

board meetings are chaired by the chairman of the board or, in his absence or impediment, by the deputy chairman (if appointed) or by the oldest director. For board meetings to be valid, a majority of the directors in office must be present; resolutions shall be passed by an absolute majority of those present, with the vote of the person chairing the meeting prevailing in the event of a tie;
the resolutions of the board of directors are recorded in minutes, which are drawn up by the secretary of the board of directors (or, where required by law, by the notary). The procedure for recording minutes envisages that the draft minutes be submitted for sharing to the person who chaired the

meeting and, subsequently, to the chief executive officer, the other members of the board of directors, the members of the board of statutory auditors and the delegated judge of the Italian Court of Auditors ("Corte dei Conti") for any comments. Once the deadline set for such comments has expired, the minutes, signed by the person chairing the meeting and the secretary, are transcribed in the specific book of meetings and resolutions of the board of directors, kept in accordance with the law;

• with reference to the documents and information received in connection with board activities, the directors, statutory auditors and the delegated judge of the Italian Court of Auditors - as well as other persons who are called to take part in board meetings and/or who have access to the relevant documents - are required to comply with the confidentiality obligations provided for by current legislation, as well as by the policies and procedures adopted by the Company.

1.5 Board meetings

The following table illustrates the calendar of the board meetings held during the year 2024.

The participation of all directors in the meetings was regular and the latter were also attended by the board of statutory auditors and by a delegated judge of the Italian Court of Auditors (Corte dei Conti).

During 2024, the documentation relating to the items on the agenda was generally provided to the members of the board of directors and of the board of statutory auditors, as well as to the delegated judge of the Italian Court of Auditors, in compliance with the notice period identified by the organizational regulation of the board of directors (i.e., as a rule, at least three days before the date of the meeting). In compliance with the provisions of the aforesaid regulation, in the cases in which this was not possible in relation to extraordinary transactions underway, the chairman still ensured, with the assistance of the secretary, that adequate and detailed information was provided during the board's meetings.

Moreover, during 2024 the heads of the corporate functions in charge of the various matters related to the items on the agenda have been constantly invited to attend the meetings of the board of directors and, upon invitation by the chief executive officer, they have brought to the discussion their valuable contribution. In particular, the heads of the Administration, Finance and Control function and CEO Office and Strategy regularly attended the meetings; the heads of the "Legal, Corporate, Regulatory and Antitrust Affairs" function, and the People and Organization function, as well as the heads of the Administration, Mergers & Acquisitions and Group Planning and Control units of the Administration, Finance and Control function, and the Corporate Affair unit of the Legal, Corporate, Regulatory and Antitrust Affairs function also frequently attended the meetings, limited to the items on the agenda falling within their respective areas of responsibility.

1.6 Chairman

In May 2023, the ordinary shareholders' meeting appointed Paolo Scaroni as chairman of Enel's board of directors.

The chairman acts as a liaison between the executive and non-executive directors and ensures the effective functioning of the board's work.

For this purpose, in line with what is illustrated in the paragraph "Functioning regulation" of this section of the document, the chairman shall ensure in particular (i) that the pre-meeting information and additional information provided during the meetings are suitable to enable directors to act in an informed manner in the performance of their role; (ii) that the activity of the board committees is coordinated with the activity of the board of directors; (iii) in agreement with the chief executive officer, that the heads of the corporate functions competent for the various items on the agenda attend the board meetings, also at the request of individual directors, to provide the appropriate in-depth analyses of the issues within their respective competences.

Furthermore, the chairman shall ensure that all members of the board of directors and of the board of statutory auditors may participate, after their election and during their term of office, in initiatives aimed at providing them with an adequate knowledge of the business sectors in which the Company and the Group it heads operate, of the corporate dynamics, as well as of the principles of proper risk management and of the regulatory and self-regulatory framework of reference (in this regard, please refer to what is indicated in the paragraph "Board induction and update" of this section of the document). The chairman also ensures the adequacy and transparency of the board review process, coordinating for this purpose with the nomination and compensation committee (as explained in greater detail in the paragraph "Evaluation of the functioning of the board of directors and its committees in this section of the document), and ensures that the board of directors is in any case informed of the development and significant contents of the dialogue held with all shareholders by the first useful meeting (please refer to the paragraph "Engagement Policy" in this section of the document).

The chairman also ascertains whether the Boards' resolutions are implemented, chairs shareholders' meetings, and – like the chief executive officer – is authorized to legally represent the Company.

In addition to the powers provided by law, by the bylaws and by the organizational regulation of the board of directors regarding the functioning of the corporate bodies (the shareholders' meeting and the board of directors), the chairman is also entrusted with the duties of (i) participating, jointly with the chief executive officer, in formulating to the board of directors proposals on the appointment, revocation and compensation of the head of the Company's "Audit" Function, which reports hierarchically to the board of directors and on which the chairman exercises a supervisory role, and (ii) performing a proactive and supervisory role in the application of corporate governance rules concerning the board of directors' activities.

Finally, in agreement and coordination with the chief executive officer, the chairman maintains relations with institutional bodies and authorities.

The chairman is supported in the execution of his activities by the secretary of the board of directors, who is appointed by the board itself - upon proposal of the chairman - usually among executives of the Company with an adequate expertise and experience in corporate law and corporate governance; such requirements must be met even if the secretary is selected outside the Company. The secretary, supported by an adequate organizational structure, shall also provide impartial assistance and advice to the chairman, the chief executive officer and all the other members of the board of directors on any aspect relevant to the proper functioning of the corporate governance system.

1.7 Chief Executive Officer

In May 2023, the board of directors appointed Flavio Cattaneo as chief executive officer of Enel, granting him all the powers to manage the Company, with the exception of those otherwise assigned according to legal or regulatory provisions, Corporate bylaws or the structure of powers also approved in May 2023 (as regards the matters which under such structure are reserved to the board of directors, see the paragraph entitled "Board of directors – Role and functions" in this section of the document). The chief executive officer therefore is the main responsible for the management of the Company.

The chief executive officer is also ascribed the role of the director in charge of the establishment and maintenance of the internal control and risk management system, pursuant to the Corporate Governance Code (for a detailed description of the tasks that such role entails please see the Guidelines of the Internal Control and Risk Management System, available on the Company's website).

The chief executive officer, as the main responsible for the management of the Company, is the person primarily entitled to deal with institutional investors, providing in meetings with them any appropriate clarification on matters falling within the management powers entrusted to him, in line with the provisions of the Engagement Policy of Enel (for which please refer to the paragraph of the same title in this section of the document).

The chief executive officer reports to the board of directors and to the board of statutory auditors, at least quarterly and in any case during the board of directors meetings, on the operations, the general trend of the Company's results and on its predictable evolution, as well as on the most relevant transactions under any economic, financial, patrimonial aspects or on transactions which are material with regard to their size or characteristics, carried out by the Company and its subsidiaries.

1.8 Executive and Non-executive directors

The Company's board of directors consists of executive and non-executive directors, all of whom have adequate expertise and professional skills.

In accordance with the recommendations set forth in the Corporate Governance Code, the following directors are considered executive directors:

the chairman of the Company (or of Group's subsidiaries with strategic importance), when he/she is granted management powers or powers relating to the development of corporate strategies;
directors who hold management powers and/or executive positions in the Company (or in Group's subsidiaries having strategic importance) or in the parent company, when the position also concerns the Company.

Directors who do not fall under any of the abovementioned categories are qualified as nonexecutive.

According to the analysis carried out by the board of directors - lastly, in June 2024 - with the exception of the chief executive officer/general manager, all of the other members of the same board of directors (Paolo Scaroni, Johanna Arbib, Mario Corsi, Olga Cuccurullo, Dario Frigerio, Fiammetta Salmoni, Alessandra Stabilini and Alessandro Zehentner) are non-executive directors.

The number, expertise, authority, and time availability of the non-executive directors are therefore appropriate to ensure that their judgment can have a significant influence on the decision-making process of the board and to ensure an effective monitoring of management.

The non-executive directors bring their specific expertise to the board's discussions, so as to facilitate an examination of the issues under discussion from different perspectives and consequently the adoption of reasoned and wellinformed decisions that correspond with corporate interests.

1.9 Independent directors

In June 2024, on the basis of the information provided by the single persons concerned or otherwise available to the Company, the board of directors verified and confirmed that the independence requirements of the Corporate Governance Code are met by the non-executive directors Paolo Scaroni, Johanna Arbib, Mario Corsi, Dario Frigerio, Fiammetta Salmoni, Alessandra Stabilini and Alessandro Zehentner. With regard to the chairman Paolo Scaroni in particular, it should be noted that he was indicated as a candidate for this position on the slate from which he was drawn and there are in his regard none of the circumstances that compromise or appear to compromise the independence of directors. On the other hand, as far as nonexecutive director Olga Cuccurullo is concerned,

the absence of independence requirements is related to her role as an executive of the Ministry of Economy and Finance, the Company's reference shareholder.

The number and skills of independent directors are therefore appropriate to the needs of the company and to the well-functioning of the board of directors, as well as to the establishment of the related committees.

In assessing the independence of its members, the board of directors considered as independent the non-executive directors who neither are part nor have recently been part to relationships, even indirectly, with the Company or with parties related to the latter that could compromise their current autonomy of judgment.

As usual, the procedure followed by the board of directors began with an examination of an information document indicating the offices held and the relationships maintained by non-executive directors that could be deemed relevant for purposes of assessing their respective independence; this phase was followed by the selfassessment carried out by each of the nonexecutive directors regarding his personal position (also based on the execution of a specific statement from each of the relevant directors), after which the final assessment was made collectively by the board of directors, with the abstention, in turn, of the individual members whose position was under examination.

In evaluating the independence of the nonexecutive directors, the board of directors took into account the cases in which, according to the Corporate Governance Code, the requisites of independence should be considered lacking and, in this regard, applied the principle of the prevalence of substance over form which inspires the implementation of the Code itself.

In order to assess the independence of directors, in accordance with the Corporate Governance Code, the board of directors has referred to specific quantitative parameters applicable to: (i) the commercial, financial, or professional relationships that may take place, directly or indirectly, between directors and the Company (or any person related to the latter); as well as (ii) any remuneration eventually paid by the Company (or its subsidiaries or the controlling entity) to the non-executive directors in addition to the amount due to them as fixed remuneration for the office held in Enel and for participation in the relevant board committees. The exceeding of such parameters (specified in the Table 1 attached to the present report, together with the cases in which, according to the Corporate Governance Code, the requisites of independence must be considered lacking) precludes, in principle, the relevant nonexecutive director's satisfaction of the independence requirements provided under such Code. In this regard, it should be noted that during the indicated evaluation on the independence of the non-executive directors the board of directors acknowledged that none of such parameters had been exceeded.

During the above-mentioned evaluation, the board of directors also ascertained that the nonexecutive directors Paolo Scaroni, Johanna Arbib, Mario Corsi, Dario Frigerio, Fiammetta Salmoni, Alessandra Stabilini and Alessandro Zehentner also met the requirements of independence provided for by the law (namely by the Consolidated Financial Act) for the statutory auditors of listed companies (such requisites are also clearly specified in Table 1 attached to this report). With regard to the non-executive director Olga Cuccurullo, the absence of the independence requirements provided for by the Consolidated Financial Act is also in that case related to her role as an executive of the Ministry of Economy and Finance, the Company's reference shareholder.

During July 2024, the board of statutory auditors established that the board of directors, in carrying out the aforesaid evaluation, correctly applied the criteria recommended by the Corporate Governance Code, following for such purpose a transparent assessment procedure that enabled the board itself to learn about relationships that were potentially relevant for purposes of the independence evaluation.

It should be noted that the board of directors has not so far appointed a lead independent director among its members, considering the absence of the conditions specified in the Corporate Governance Code that require the identification of such a position and the absence of a request to that effect made by the independent directors themselves.

In December 2024, the independent directors held a special meeting reserved for them, which the chairman did not attend, in accordance with the guidance provided in the Q&A accompanying the Corporate Governance Code. This meeting focused on major issues concerning the functioning of the board of directors and corporate management. In this context, the independent directors first of all noted how the meetings of the various board committees held since the start of the board's mandate have been attended by managers (and, if necessary, external

consultants) identified in order to ensure full preliminary support in relation to the issues to be discussed. More generally and unanimously, the independent directors confirmed the optimal functioning of the board of directors and its board committees in terms of organization and the full involvement of the directors on the most important strategic and management issues. General appreciation was thus reiterated for the corporate management and the results achieved, as well as for the quality of the management and for the optimal climate created within the board of directors and its board committees; this climate always allowed to find a convergence among the different positions expressed by the directors, enabling a smooth, serene, knowledgeable and responsible conduct of the works. In a context, therefore, of management excellence and with a view to continuous improvement, it was firstly reaffirmed by the independent directors that it is important to receive regular documentation within the deadlines laid down in the organizational rules of the board of directors, although at the same time significant progress was observed in this respect since the beginning of the term; with regard to ESG issues, an in-depth analysis of the new initiatives undertaken by Enel and, more generally, on the market trends was recommended (also by means of an induction, if necessary). Finally, the independent directors expressed interest in receiving an even more frequent and detailed information on technological innovation issues relevant to the Enel Group, and in particular, on the use of artificial intelligence.

1.10 Limits on the number of offices held by directors

The directors accept and maintain their office provided they expect to be in a position to devote the necessary time to the diligent performance of their duties, taking into account of both the number and nature of the offices they hold on as directors and/or statutory auditors (or equivalent) in other companies of significant size and the commitment required by the other functions or professional activities they carry out and the offices they hold in associations.

In this regard, it should be noted that since 2006 the board of directors approved a policy regarding the maximum number of offices that its members may hold as directors and/or statutory auditors (or equivalent) in other companies of significant size (most recently updated in February 2020). in order to ensure that the persons concerned have enough time to effectively perform their duties on the board of directors of Enel, also taking into account their participation in committees established within the board.

Such policy (available on the Company's website) is aligned to the best practices developed on this regard by main proxy advisors and considers significant those offices held as directors and/or statutory auditors (or equivalent) in the following categories of companies:

a) Italian or foreign companies whose shares are listed on regulated markets;
b) Italian or foreign companies whose shares are not listed on regulated markets, doing business in the insurance, banking or finance sectors;
c) Italian or foreign companies other than those specified under letters a) and b) above, that, based on the latest approved – separate and/or consolidated – financial statements, have total assets exceeding Euro 6,600 million and/or revenues exceeding Euro 7,600 million.

The policy adopted by the board of directors establishes differentiated limits upon the number of offices depending on the commitment connected with the role performed by each person involved, both as Enel's directors and as director and/or statutory auditor (or equivalent) in other companies of significant size, excluding from the related calculation those performed within Enel's subsidiaries and affiliates.

It is also expressly provided that Enel's chief executive officer may not hold at the same time the office of director of other companies of significant size that do not belong to the Enel Group and whose chief executive officer is another director of Enel (therefore prohibiting the so-called "interlocking directorate").

Furthermore, according to the policy directors undertake to attend at least 90% of the meetings of the board of directors and of the committees they take part in, unless there are serious and justified impediments.

On the basis of the information provided by Enel's directors pursuant to the aforesaid policy – and taking into account the inquiry carried out by the board of directors most recently in February 2025 – the number of offices they hold as directors and/or statutory auditors (or equivalent) in other companies of significant size is compatible with the limits established under such policy.

1.11 Evaluation of the functioning of the Board of Directors and its Committees

According to the provisions contained in its organizational regulation, the board of directors – with the preliminary support of the nomination and compensation committee – periodically

assesses the effectiveness of its activities and the contribution of its individual members, by means of a self-evaluation process whose implementation it supervises.

Specifically, the board of directors - with the support of the above-mentioned committee assesses on an annual basis the size, composition and actual functioning of the board itself and of its committees, also taking into account the role played by the board itself in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system.

The self-evaluation can be carried out with different modalities during the board's term of office and is supported by an independent advisor. In order to preserve the latter's independence, the same consultancy firm cannot be appointed to support the self-evaluation process for more than a consecutive three-year period.

The chairman of the board of directors, with the assistance of the secretary, ensures the adequacy and transparency of the self-evaluation process, coordinating for this purpose with the nomination and compensation committee.

Taking into consideration the results of the selfevaluation, the board of directors, in view of each renewal of the board, expresses to the shareholders its guidelines on the qualitative and quantitative composition of the board of directors that is deemed optimal.At the end of 2024 financial year and during the first two months of 2025, the board of directors carried out, with the assistance of Eric Salmon & Partners S.r.l. – a consultancy firm specialized in this area and part of a network which since the beginning of 2022 had no further professional relationships with the Enel Group – an evaluation of the size, composition, and functioning of the board itself and its committees (so-called "board review"), in compliance with the international best practices of corporate governance and adopted under the Corporate Governance Code. This board review follows similar initiatives that have been conducted on an annual basis by the board of directors since 2004.

With reference to 2024 financial year – as it has already happened since 2018 – the board review concerned not only the board of directors, but also the board of statutory auditors (for the methods and results of such activity with reference to the board of statutory auditors, please see paragraph "Board of Statutory Auditors - Evaluation of the functioning of the board of statutory auditors" in this section of the document). Moreover, still in line with previous years, the board review was carried out according to the "peer-to-peer review" method, i.e. by assessing not only the functioning of the body as a whole, but also the style and content of the contribution provided by each director.

The board review concerning the board of directors was firstly carried out by means of a questionnaire – filled out by each director – concerning essentially the size, composition and functioning of the board as a whole; such phase was followed by individual interviews performed by the consultancy firm, in order to carry out an in-depth analysis of both the most relevant issues resulted from the questionnaire and the participation of each director in terms of style and content of its contribution. The chairman of the board of statutory auditors, the secretary of the board of directors, the heads of "Administration, Finance and Control", "Audit", "Legal, Corporate, Regulatory and Antitrust Affairs" and "People and Organization" functions were also involved in this activity, as observers of the overall functioning of the board of directors and its committees, in order to enrich the evaluation process with an additional and qualified point of view. The nomination and compensation committee carried out preliminary and supervisory functions with reference to the entire board review process concerning the board of directors, as provided in the organizational regulation of the board of directors and in the organizational regulation of the committee itself.

In particular, the questionnaires and the interviews concerned: (i) the size and composition of the board of directors and its committees; (ii) the identification of the experience and expertise on the board of directors, also in light of a selfassessment by the directors; (iii) the organization and conduct of board meetings, with particular regard to the thoroughness and promptness of the information flows, to the quality of the minutes and to the support provided by the secretariat of the board of directors and by the top management; (iv) the dynamic of the board's discussions, the decision-making processes adopted and the consensus-building process; (v) the role and the responsibilities of the directors, with a specific focus on the chair and the chief executive officer; (vi) the validity of the induction programme; (vii) the effectiveness of the board of directors on the key matters, including the definition of the business strategies and the verification of the efficiency and the effectiveness of the internal control and risk management system; (viii) the implementation of the sustainability principles within the Company's and the Group's strategies

and business model, as well as the attention paid by the board of directors to sustainability issues (including, in particular, energy transition and its impacts); (ix) the impact of innovation technology and cyber security on the corporate business; (x) the effectiveness of the succession plans for managerial positions; (xi) the committee's structure and functioning and the effectiveness of their activities in supporting the board of directors; as well as (xii) a peer-to-peer evaluation of each director's contribution.

Within the board review process, the consulting firm also carried out both an analysis of the functioning of Enel's board of directors compared to some international best practices, and a benchmark analysis with a selected panel of listed Italian and foreign companies with regard to specific issues concerning the board size and composition.

The results of the board review for the 2024 financial year overall highlight a very positive picture of the functioning of Enel's board of directors and committees, with further improvements compared to last year, demonstrating that these bodies operate effectively and transparently, in accordance with the best national and international corporate governance practices, as confirmed by the consulting firm.

The board of directors presents itself as an harmonious, participative, cohesive and constructive team, that expresses passion and enthusiasm.

Under the guidance of the chairman and the chief executive officer, who perform their respective roles with authority, accuracy and complementarity, all directors contribute effectively to the board's work, and their contribution is enhanced by an atmosphere characterized by an amalgamation of different and complementary skills, background and character traits.

The following strengths – which during the financial year 2024 have further consolidated – are confirmed by the analysis carried out by the consultancy firm: (i) an atmosphere of strong commitment, participation and interest is shared by all directors and is accompanied by cohesion and cooperation; (ii) in the execution of board activities, seriousness, good judgment, and dedication emerge from the directors; (iii) from a quantitative standpoint, the number of directors is confirmed to be optimal to facilitate discussion, and also the distribution of roles between executive and non-executive directors is considered to be adequate; (iv) the skill mix is balanced, with fair representation of managerial, professional, and academic experience. Such skills have been further enhanced as a result of the deeper understanding gained by the directors of the context in which the Enel Group operates and the related business; (v) the induction program is considered to be of high quality; (vi) the chairman and the chief executive officer, who have found an excellent balance in respecting roles, manage board work with great effectiveness; (vii) the quality of the work carried out by the committees and the support they provide to the activities of the board of directors are confirmed to be unanimously appreciated; (viii) the support provided by the secretary of the board of directors and the entire "Corporate Affairs" structure is confirmed to be very appreciated, as well as the contribution of the top management called to provide insights on the items of the agenda; (ix) the risk management system is perceived to be effective; (x) the business plan is considered to be well articulated and has been discussed in depth in several meetings that were purposely devoted to it.

Moreover, from the analysis carried out by the consultancy firm, some topics emerged that should be focused on in order to make the prosecution of the board mandate even more effective. In this regard, the following should be noted in particular: (i) the importance of pursuing the appreciated induction program, delving into some topics that are the subject of the debates in the board, in order to enable directors to act in a fully informed manner; (ii) the need to maintain constant monitoring and updates of the issues of cybersecurity and, in general, technology innovation; (iii) the opportunity to hold some offsite board meetings in order to strengthen the interaction between the board of directors and the top management; (iv) the importance to refine a benchmark analysis on an international level regarding both business and corporate governance practices adopted by Enel; lastly, (v) the opportunity to deepen the discussion on the industrial future of Enel, in light of the successful achievement of the deleverage objectives and the redefinition of the perimeter of Group presence.

1.12 Board induction and update of the Board of Directors

Based on the provisions contained in the organizational regulation of the board of directors, the chairman, with the support of the secretary, ensures that all directors and statutory auditors may participate - after their election and during their term of office - in initiatives aimed at providing them with adequate knowledge of the business sectors in which the Company and the

Group it heads operate, of corporate dynamics and their evolution (also in view of pursuing Sustainable Success), as well as of the principles of proper risk management and of the reference regulatory and self-regulatory framework.

In this regard, following the appointment of the board of directors resolved by the ordinary shareholders' meeting held on May 10, 2023, and given the renewal of the entire board composition, the Company organized a specific induction program aimed at equipping directors with adequate knowledge of the business sectors in which the Group operates, as well as business dynamics and their evolution, market trends and the relevant regulatory framework; statutory auditors were regularly involved too.

During 2023, several induction sessions were then held, covering the corporate governance of the Company and the Group, the structure and operation of the electricity system in general, as well as some insights regarding the different business lines and the "People and Organization" staff function. During 2024, the induction programme continued, with further initiatives focusing on climate change, cyber security, innovation and digital innovation. Lastly, further induction sessions were held in early 2025 on the production of energy from nuclear sources and artificial intelligence (14) .

1.13 Diversity policy of the board of directors and measures adopted to promote the equal treatment and opportunities regardless of gender within the company structure

With regard to the composition of the board of directors, Enel applies several diversity criteria, also gender based, in compliance with the primary objective of granting an adequate level of expertise and professionalism of the directors. In particular, in January 2018, the board of directors, upon proposal of the corporate governance and sustainability committee and of the nomination and compensation committee, in implementation of the provisions provided for by the Consolidated Finance Act, approved a diversity policy that describes the optimal features of the composition of the board itself, in order for it to exercise its functions in the most effective way taking decisions with the concrete contribution of plural qualified point of views capable of examining the issues under discussion from different perspectives.

In drafting such diversity policy, the board of directors has moved from the awareness that diversity and inclusion are two fundamental elements of the business culture of a multinational group as the Enel Group. In particular, valorization of diversities as a funding basis for the Sustainable Success of the Company is a reference paradigm both for Group's employees and members of Enel's board of directors and board of statutory auditors.

With reference to types of diversity and the relevant objectives, the afore-mentioned policy (available at the Company's website), states that:

on the most part, directors should be nonexecutive and should have the independence requisites set forth by the law and the Corporate Governance Code. An optimal composition should be characterized, in particular, by the presence of a majority of independent directors;
even when law provisions requiring gender balance have ceased to be effective, it is in any case important to ensure that at least one third of the board of directors is constituted by directors belonging to the less represented gender, both upon the election and during the term of office;
the Group's international profile should be taken into account, ensuring the presence of at least one third of directors having an adequate internationally-oriented experience. Such international profile is also considered important in order to prevent both the standardization of opinions and the development of "group thought" and is evaluated on the basis of the managerial, professional, academic or institutional activities carried out in the international context by each director;
in order to better balance continuity and renewal in the management, a balanced combination of different seniorities – as well as different ages - should be guaranteed within the board of directors;
non-executive directors shall have a managerial and/or professional and/or academic and/or institutional profile, such as to mix diverse and complementary experiences and skills, that are identified in

⁽ ¹⁴) For further information regarding the expertise and skills of the board of directors and the board of statutory auditors on sustainability matters, and on access to such expertise and skills, please refer to the information provided – in

accordance with ESRS 2, GOV-1 – in the consolidated sustainability statement included in the annual financial report for the financial year 2024.

the above-mentioned policy. Furthermore, considering the different roles carried out by the chairman and the chief executive officer, the policy describes the competences, experiences and soft skills deemed more suitable for an effective performance of their respective tasks.

The diversity policy concerning the composition of the board of directors does not include disabilities among the relevant profiles, which are nevertheless adequately protected and valued within the diversity and inclusion policies applicable to employees of the Group.

With reference to implementation modalities of the diversity policy, it should be noted that, considering Enel ownership structure, the board of directors has always abstained from presenting its own slate of candidates, in the event of its several renewals, since no difficulties have been faced by the shareholders to present satisfactory candidatures. Thus, the policy mainly aims at orienting the candidatures submitted by the shareholders in case of renewal of the entire board of directors ensuring in such circumstances an adequate consideration of the benefits which may derive from a harmonious composition of the board itself, in line with the various abovementioned diversity criteria.

The current composition of the board of directors overall complies with the policy's objectives for the various types of diversity ( 15).

The nomination and compensation committee also takes into account the provisions of the diversity policy when it is called to propose to the board of directors candidates to the office as directors, considering the proposals submitted by the shareholders' (if any) in the cases provided by its organizational regulation (for detailed explanation of such cases please refer to this section of the report under "Committees - Nomination and Compensation Committee – Tasks").

Moreover, Enel is committed to promote an inclusive work environment and an effective equality of treatment and opportunities regardless of gender within its entire corporate organization, through listening initiatives and actions of which results and impacts are measured.

During 2024, a new company policy on Diversity, Equity, Inclusion and Belonging (so-called "DEIB policy") was adopted, which is based on the enhancement of each individual's uniqueness through the promotion of merit and respecting other people.

The DEIB policy is a pivotal part of an integrated employee management system in the Enel Group, which provides for the definition and consolidation of corporate values, as well as specific initiatives aimed at managing diversity, at equal treatment, at inclusion and at strengthening the sense of belonging. These actions, together with the corporate welfare system and other initiatives to support the wellbeing, aim to improve employees' working and living conditions, creating a healthy and productive environment. The process is integrated into the employer branding activity, aimed at strengthening the Group's image and internal and external reputation, which follows the entire professional life cycle of individuals by adopting a Human to Human approach; in particular, such approach identifies the company not only as a set of organisational structures, processes and technologies, but also as a relational ecosystem in which people find fulfilment, both on a personal and professional level. In this context, the DEIB Policy constitutes a strategic tool to drive the organisation towards the creation and measurement of tangible value, in line with Enel's values.

The implementation of the DEIB Policy is supported by a governance model based on three strategic pillars:

constant involvement of the management, which is essential to ensure leadership and commitment;
clear and shared responsibilities at all levels, to promote widespread adherence to DEIB principles;
continuous improvement of business processes, to concretely translate these principles into day-to-day activities.

Moreover, the DEIB Policy is developed through guidelines that define the relevant operational rules and that are periodically updated, in order to respond dynamically to the organization's needs, guaranteeing their effectiveness in all levels of action. This policy also identifies six dimensions which constitute the priority for related actions:

• support to parenthood and caregiving;

⁽ ¹⁵) With reference to the diversity of the members of the board of directors, please also refer to the information provided – in accordance with ESRS 2, GOV-1 – in the

consolidated sustainability statement included in the annual financial report for the financial year 2024.

promotion of intergenerational exchange;
gender and pay equity;
cultural integration;
inclusion of different abilities, neurodivergent conditions and vulnerabilities;
respect for affective orientation and gender identity.

The aim of the DEIB policy is to rationalise available resources to be increasingly more responsive to the concrete needs of individuals and their evolutions over time. In order to guarantee the effectiveness of the promoted initiatives, a data-driven approach is therefore envisaged, aimed at measuring phenomena and establishing precise objectives. The data is monitored through a periodic global reporting system.

Furthermore, during 2024, the global survey "Inside Enel" – aimed at measuring the level of engagement, wellbeing and inclusion in the Group – was launched. With a participation rate of 82.6% among employees that were addressed, the survey showed a Global Wellbeing Index of 82% referring to the overall wellbeing of employees.

The central position of the individual in a safe, inspiring and engaging corporate ecosystem is emphasised in the Charter of the Person, the memorandum of understanding signed in 2022 in several countries where the Group is present.

With specific regard to gender equality, Enel has undertaken specific commitments for a long time, since adhering, in 2015, to the "Women Empowerment Principles", the seven principles promoted by the UN Global Compact and UN Women. Furthermore, during 2024, Enel obtained the certification of gender equality pursuant to UNI/PdR 125:2022, witnessing its commitment to ensuring an inclusive working environment. In this context, specific measures have been adopted to promote salary balance and the managerial development of women, at global l and localevel; in this regard, the results achieved confirm also for 2024 the balance of the percentage of women in the selection processes (51.8%), as well as a steady increase of the representation of women among managers (27.2%), middle managers (34%), and in management (48%) and top management (50.3%) succession plans. Furthermore, the Group's 2024 LTI Plan includes a special performance target concerning the percentage of women managers and middle managers compared to the total

number of managers and middle managers at the end of 2026.

The Group is also committed to ensuring the full inclusion of people with disabilities, neurodivergent conditions or vulnerabilities of various kinds and recognises their full potential, in line with the UN Convention on Human Rights (2021), which has also been transposed into the DEIB policy. In this regard, within the Group, the employees with disabilities represent more than 3% of the workforce globally, of which approximately 74% are in Italy; thanks to targeted listening initiatives, Enel has launched specific projects in various countries, including the supply of assistance tools and the promotion of dedicated support to ensure the full participation of employees and the spread of an increasingly inclusive culture.

In order to guarantee equal opportunities of access to information and digital systems, in 2021, Enel adopted a policy on digital accessibility; moreover, since 2019, it is part of the "Valuable 500" Network, which promotes the value of inclusion of the different abilities.

In almost all countries where the Group is present, from several years smart working has been active, extended to all employees in charge of activities that can be performed remotely, in order to promote flexibility and integration between private and professional life.

In recent years, an intense awareness-raising activity has also been carried out to spread and strengthen culture on inclusion at every level and organizational context, through communication campaigns, dedicated global and local events, together with training activities for overcoming and managing cognitive, behavioural and decisionmaking biases in all countries in which the Group is present.

On the prevention of harassment in the workplace, in 2019 the Global Workplace Harassment Policy, and in 2020 the public declaration Statement against Harassment were adopted; these documents recall the strategic importance of respecting the psycho-physical integrity, honourableness and individuality of each person, in a corporate context that is increasingly

attentive about protecting personal dignity and promoting wellbeing in the organization ( 16).

1.14 Remuneration

Shareholders' meetings determine the remuneration of the members of the board of directors; the board of directors sets the additional remuneration for the members of the committees with consultative and proposing functions instituted within the board of directors, upon a proposal submitted by the nomination and compensation committee, upon consultation with the board of statutory auditors; the total remuneration for the chairman and for the chief executive officer/general manager is also established by the board of directors, upon a proposal submitted by the nomination and compensation committee and consultation with the board of statutory auditors.

Such remuneration is determined in accordance with the remuneration policy for directors, statutory auditors and executives with strategic responsibilities, prepared by the board of directors through a transparent procedure and submitted to the shareholders' meeting for approval. The remuneration policy for 2024 is functional to the pursuit of the Company's Sustainable Success and takes into account the need to attract, retain and motivate people with the skills and professionalism required by their role in the same Company. For the contents of such policy, please refer to the first section of the report on the remuneration policy for 2024 and compensations paid in 2023, available to the public at the Company's registered office and on the Company's website.

For a detailed description of the structure and of the amount of the remuneration due to directors for 2024 financial year, please see the second section of the report on the remuneration policy for 2025 and compensations paid in 2024, made available to the public at the Company's registered office and on the Company's website, in compliance with the applicable law.

2. Committees

2.1 Organizational and functioning rules

The board of directors set up within the board itself the following four committees:

nomination and compensation committee;
control and risk committee;
corporate governance and sustainability committee;
related parties committee.

It should be noted that the responsibilities related to compensation and nomination have thus been jointly assigned to the same committee. Such unification, in line with what is expressly provided by the Corporate Governance Code, complies with the composition requisites provided under the Code for both committees and ensures an effective and efficient performance of the relevant tasks.

Special organizational regulations approved by the board of directors (available on the Company's website) govern the composition, tasks, and functioning of the said committees. The composition of the committees is determined by the board of directors taking due account of the competence and experience of the related members and avoiding an excessive concentration of offices.

In particular, the organizational regulations provide that:

the nomination and compensation committee and the control and risk committee are comprised of non-executive directors, the majority of whom (including the chairman) are independent;
the corporate governance and sustainability committee is comprised of a majority of independent directors; and
the related parties committee is comprised exclusively of independent directors.

In carrying out their duties, the committees in question are empowered to access the information and corporate functions necessary to perform their respective tasks and may avail themselves of external consultants at the Company's expense subject to the limits of the budget approved, for each committee, by the board of directors (except for the related parties committee that is not subject to budget limits in retaining external consultants). In this regard, it should be noted that in the event that the nomination and compensation committee decides to avail itself of external consultants in order to obtain information on market practices concerning remuneration policies, it previously verifies that the consultant is not in any situation which may effectively compromise his independence of judgment, while the related

⁽ ¹⁶) For further information on the existence of specific policies aimed at eliminating discrimination, including harassment, promoting equal opportunities and other ways to support diversity and inclusion, please refer to the

information provided – in accordance with ESRS S1-1 – in the consolidated sustainability statement included in the annual financial report for the financial year 2024.

parties committee ascertains, in advance, the independence and the absence of conflicts of interest, as well as the professional competence and skills of the consultant in relation to the subject matters concerning the transactions in which respect the committee shall issue its opinion.

Each committee appoints a secretary, who can also not be one of its members, who is assigned the task of drafting the meeting minutes. The chairmen of the nomination and compensation committee, of the control and risk committee and of the corporate governance and sustainability committee inform the board of directors on the matters discussed by each committee within their respective meetings, during the first available meeting of the board of directors following the committees' meetings.

The chairman of the board of statutory auditors, or another designated auditor, attends the meetings of each committee (the other regular statutory auditors are also entitled to attend) and, upon invitation by the chairman of the relevant committee, meetings may also be attended by other members of the board of directors or representatives of the company's functions or third parties whose presence may support the performance of the committee's duties. The meetings of the control and risk committee are also normally attended by the head of the "Audit" function, and the meetings of the nomination and compensation committee are also normally attended by the head of the "People and Organization" function; no directors may attend those meetings of the nomination and compensation committee that are called to resolve upon proposals regarding their own compensation, to be submitted to the board of directors, except in the case of proposals concerning all the members of the committees established within the board of directors.

As regards the convening, holding and minuting of meetings, the organizational regulations of the various committees mentioned above provide that:

• the notice of call - which indicates the day, time and place of the meeting, the list of items to be discussed and the procedures established for participation, which may also be by means of telecommunications – is sent to the members of each committee, as well as to the regular members of the board of statutory auditors and any other persons invited to attend, as a rule, at least three days before the date set for the meeting or anyway, in case of urgency, subject to a minimum prior notice normally of 24 hours. The documentation relating to the items on the agenda is normally provided at the same time as the notice of call. In this regard, it should be noted that in 2024 the advance notice period was generally respected for the meetings of the various committees; in the rare cases in which it was actually not possible to make the documentation relating to the items on the agenda available at the same time as the notice of call was sent out, the chairman of each committee ensured that adequate and detailed information was provided during the meeting;

meetings are chaired over by the chairman of the committee or, in his absence or impediment, by the oldest member. The majority of the members in office must be present for the meetings to be valid; resolutions are adopted by an absolute majority of those present, with the vote of the person chairing the meeting prevailing in the event of a tie. Some specific provisions in this regard, applicable to the meetings of the related parties committee in the event that one or more members of such committee are counterparty of a given related parties transaction (or a related party of such counterparty), are also contained in the specific corporate procedure for transactions with related parties;
the meetings of each committee are recorded in minutes which, signed by the person chairing the meeting and by the secretary, are kept in chronological order by the latter.

2.2 Nomination and Compensation Committee

Composition

In 2024, the nomination and compensation committee was composed of the following directors, the majority of whom areindependent directors, including the chair: Alessandra Stabilini (as chairman), Johanna Arbib, Olga Cuccurullo, Dario Frigerio, and Fiammetta Salmoni. The board of directors verified that Dario Frigerio has adequate knowledge and experience in financial matters.

Tasks

The nomination and compensation committee is responsible for supporting the board of directors, through proper inquiry, in its assessments and

decisions, on the one hand, on the size and composition of the board itself, and on the other hand, the compensation of the executive directors, of the other directors who hold special offices and of all the non-executive directors, as well as of the executives with strategic responsibilities.

Specifically, pursuant to the organizational regulation lastly updated in February 2021, the nomination and compensation committee is entrusted with the consultative and proposing tasks illustrated below.

The committee, in its capacity as nomination committee is called to:

prepare the board review process, formulating proposals to the board of directors regarding the appointment of a firm specialized in the sector, as well as the definition of the modalities and the timing-frames of the process itself; the committee shall also examine the results of the board review, summarized in the report prepared by the firm in charge, in order to formulate any observations and/or suggestions on the issues within the scope of its tasks in view of the subsequent sharing by the board of directors. In carrying out these activities, the committee shall act in coordination with the chairman of the board of directors, who may also attend the meetings of the committee for this purpose and who shall be responsible for ensuring the adequacy and transparency of the board review process with the assistance of the secretary of the board of directors and with the support of the committee itself;
formulate opinions to the board of directors on the optimal size and composition of the board and its committees and expressing recommendations on the managerial and professional profiles whose participation in the board would be deemed advisable;
express recommendations to the board of directors on the contents of the policy on the maximum number of offices held as director and/or statutory auditor (or equivalent) in other companies of significant size which could be considered compatible with an effective performance of the office of director of the Company;
propose to the board of directors' candidates for the office of director, taking into account possible suggestions received from the shareholders:
- in the event of co-optation;
if, in the event of the renewal of the board of directors, it is envisaged that it will not be possible to draw from the slates submitted by the shareholders the required number of directors, such that the outgoing board may in this case express its own additional candidatures to be submitted to the shareholders' meeting;
if, in the case of a renewal of the board of directors, the outgoing board decides to avail itself of the right provided under the bylaws to submit its own slate;
together with the corporate governance and sustainability committee, support the board of directors in drafting – and, if necessary, updating – a "contingency plan", which shall provide for the actions to be taken in order to ensure the proper management of the Company in the event of early termination of the chief executive officer before the expiry of the ordinary term of office;
in the event of early termination of the chief executive officer before the expiry of the ordinary term of office, propose to the board of directors the identification of the new chief executive officer together with the corporate governance and sustainability committee, taking also into consideration any indications provided by those shareholders that submitted the slate from which the outgoing chief executive office was drawn.

The committee, in its capacity as compensation committee is called to:

assist the board of directors in drafting the remuneration policy of the directors and of the executives with strategic responsibilities, also evaluating periodically the adequacy, overall consistency and actual application of the adopted policy on the basis of information provided by the chief executive officer concerning the implementation of such policy with respect to the executives with strategic responsibilities;
submit to the board of directors proposals for or expressing opinions on the remuneration of the executive directors and the other directors who hold particular offices, as well as the identification of performance targets related to the variable component of such remuneration, monitoring the implementation of the resolutions adopted by the board and verifying, in particular, the actual achievement of performance targets;

• examine in advance the report on the remuneration policy and compensations paid to be made available to the public in view of the annual shareholders' meeting called for the approval of the financial statements.

Furthermore, in its capacity as compensation committee, within the framework of its duties, the committee also plays a central role in elaborating and monitoring the performance of incentive systems (including share-based plans, if any), addressed to the management and conceived as instruments aimed at attracting and motivating resources with appropriate abilities and experience, developing their sense of belonging and ensuring their constant, enduring effort to create value.

In addition to those recommended by the Corporate Governance Code, the nomination and compensation committee may eventually perform the task of assisting the chief executive officer and the relevant corporate functions in developing the potential of the Company's managerial resources, recruiting talented people, and promoting related initiatives with universities.

Committee's activities in 2024

The following table illustrates the calendar of the nomination and compensation committee's meetings held during year 2024:

J	F	M	A	J	O	N	D
●	● ●	● ●	●	●	●	● ●	●
Total							11
		Average duration					2h 10m

During these meetings, which were regularly attended by all its members (as well as by the chairman and by the other regular members of the board of statutory auditors), the nomination and compensation committee, also availing itself of external independent consultants (at the Company's expense), has carried out the following main activities.

The committee, in the 11 meetings held, in its capacity as compensation committee:

assessed the adequacy, the overall consistency and the effective application of the remuneration policy adopted in 2023;
defined the proposal for the remuneration policy for directors and executives with strategic responsibilities for 2024, as well as the

draft of the report on the remuneration policy for 2024 and compensations paid in 2023;

defined the proposal (i) for the MBO Plan for the chief executive officer/general manager and (ii) for the LTI Plan for the chief executive officer/general manager and for the top management with reference to the 2024 financial year, as well as for the related modalities and timing for the award to beneficiaries of the base amount;
verified the level of achievement of the performance targets under the existing incentive plans;
verified (i) the level of share ownership achieved at the end of 2023 by the chief executive officer/general manager and key management personnel as recipients of the policy (so-called "share ownership guidelines") that defines a minimum level of share ownership that they have to reach and maintain over time; as well as (ii) the consistency of such share ownership with the overall objective of the share ownership guidelines;
analyzed the outcomes of the shareholders' meetings votes upon the report on the remuneration policy for 2024 and compensations paid in 2023, as well as upon the 2024 LTI Plan for the chief executive officer/general manager and for the top management, starting, based on this analysis the preparation of: (i) the remuneration policy for directors and executives with strategic responsibilities for 2025; (ii) the MBO Plan for the chief executive officer/general manager and of the LTI plan for the chief executive officer/general manager and for the top management with reference to the 2025 financial year;
examined the scheduling of the engagement activities with proxy advisors and institutional investors on remuneration matters in view of the shareholders' meeting of May 23, 2024.

The committee, in the course of 5 out of the 11 meetings held, in its capacity as nomination committee:

examined the results of the board review process for the 2023 financial year, reporting its considerations thereon to the board of directors;
instructed the initiation of the board review process for the 2024 financial year, identifying, in particular, the consultancy firm to be entrusted with the task of

supporting the board of directors and its committees in the performance of such activity and proposing its appointment to the board of directors. The committee also carried out monitoring functions on the developments of the same board review process, coordinating, to this purpose, with the chairman of the board of directors, who regularly attended the committee meetings in connection with the discussion of this matter;

together with the corporate governance and sustainability committee, examined the contingency plan, aimed at regulating the activities to be carried out in order to ensure the proper management of the Company in case of early termination of the chief executive officer before the expiry of the ordinary term of office, submitting to the board of directors a proposal for updating such plan.

2.3 Control and Risk Committee